The Marvelous Spider-Man
by spentlizard
Summary: This is my reboot of Spider-Man, relying heavily on the Raimi/Webb movies. When shy teenager Peter Parker is bitten by a genetically-altered spider, he gains incredible superpowers and becomes the masked hero Spider-Man. With his partner Black Cat, he fights crime and supervillains while trying to uncover the mystery of his past. I don't own Spider-Man or any Marvel/DC characters.
1. Part 1

_Chapter 1: What Might Have Been…_

Wednesday, 7:00 AM

BEEP! BEEP! BEEP!

_Time for school already? _Peter groaned. _I hardly got any sleep!_

Peter Parker, 17, sat up slowly and pressed the snooze button on his alarm clock on his bedside table. He fumbled around for a minute to find his glasses and then proceeded to find clothes for the day, settling for a black-and-blue striped polo-shirt and blue jeans. While he was putting on his socks, he heard a fierce knock at the door, and a voice said "Peter, are you up yet?" Peter responded by stating "Yes, Aunt May. I'm getting ready right now."

"Good. Hurry up, though. I made wheatcakes for you!"

"Gee, thanks, Aunt May!"

Peter, while grabbing his backpack off the floor, looked around his room and found a picture of his mother and father on his dresser. He looked at it with mixed feelings of curiosity and sadness. He never knew his parents, which is the reason why he lived with his Uncle Ben and Aunt May in Forest Hills, Queens. His mother, his aunt and uncle stated, had died giving birth to him, and his father had mysteriously vanished for an unknown reason and never returned again. Peter desperately wishes that he could get to know more about his father, but his uncle said that he was a very mysterious man and kept many secrets.

On his way out of the bedroom door, he noticed that the sun was gleaming very brightly through his window, and it was safe to say that it was going to be a beautiful day.

However, looks can be deceiving.

After eating his breakfast, Peter kissed his aunt, waved goodbye to his uncle, grabbed his grey zip-up hoodie, and proceeded to exit through the doorway to go to Midtown High School.

That is, until the bus drove right past his house.

"Hey! Stop the bus!" Peter kept shouting as he chased after the large yellow racecar. Students were laughing as Peter struggled to keep up, and eventually one of the students finally told the driver to let him on.

When Peter got on, he noticed his best friend Eddie Brock Jr. sitting at the back of the bus like he normally did. He managed to avoid being tripped by Flash Thompson, the school bully, until he finally reached the backseat.

"Hey, Pete! What's up?"

"Hi, Eddie. I'm alright."

"Good. Listen, did you do that biology homework last night?"

"Yeah." Peter was puzzled. "Why do you ask?"

"Well, I couldn't figure out what the answer to #13 was. 'What gives a spider its precognitive sense to alert it of an incoming threat?'"

"Eddie, why do you always ask me questions like this?" Peter whined. "Can't you do this on your own?"

"Sorry, I didn't understand it and you're the smartest person in the entire school, Mr. '200+ IQ' Parker."

That wasn't a lie. Peter's intelligence far surpasses that of his classmates, teachers, and even some of the world-renowned scientists, including Einstein, Stark, Hawking, and Richards.

"Nevermind. I'll give you the answer in homeroom." Peter mumbled.

"Thanks, Pete! I owe you one. Listen did you see the game last night between the Yankees and-"

Eddie's voice was cut off when Peter focused all of his attention on a certain blonde-haired girl whom Peter has loved for as long as he can remember.

Felicia Hardy, Peter's best friend since Kindergarten and the love of his life, was sitting by herself on the girls' side, staring out the window. Felicia and her father moved in next door when Peter was 6, and they met when Aunt May held a welcome party for the Hardys' (which, after some time, earned her the nickname "Party-Hardy"). Peter and Felicia became friends when they decided to run around the neighborhood in their red wagon, but were quickly stopped by Uncle Ben and only permitted to run around their front yard. They both shared a similar passion for science (except she was more into biology and he was more into physics) and always had each others' backs. Peter so desperately wants to ask her out, but fears that doing so would ruin their friendship.

Little does Peter know that Felicia feels the same about him.

"Hello? Earth to Peter: are you still there?" Eddie snapped.

"What? Oh, sorry Eddie. What were you saying?" Peter said.

"I _said_ that the field trip to Oscorp is tomorrow. Remember?"

"Oh, yeah. I almost forgot about that. It'll be so cool!"

"Maybe for _you_." Eddie joked.

The bus had finally arrived to school, with the vandalized sign reading "Welcome to Hell."

_It isn't far off. _Peter thought.

* * *

When Peter, Eddie, Felicia, and the rest of the school got off the buses and entered into Midtown High, Peter had a feeling that today was going to be like every other day: full of good grades and spitballs. Peter felt a tug on his shoulder as he entered homeroom, and saw Felicia standing in the doorway.

"Hey Pete. How's it going?" she asked, smiling.

"Hey Felicia. I'm alright. You?"

"Fine. Just fine. I'm SO excited for the Oscorp trip tomorrow! I can't wait to see the advancements they made in biological research and engineering. What about you, Pete?"

"Oh, same as always: further study into particle physics, applying string theory into research and experiments, seeing all the cool toys they build to do this stuff with. The usual."

Peter turned a shade of light red when she gave an amused laugh.

"Well, I think it's time to get to class now," Peter suggested. "I'll see you later, Party-Hardy."

Now it was Felicia's turn to blush. "I guess so, tiger."

* * *

Peter's day started with first period: Calculus. Today, there was a pop-quiz (which he got an A+ on, of course), but Flash, who sat behind him to the left two seats down, was pelting him with spitballs, which made it very difficult to concentrate. Second period: History. Peter got a 100% for his report on Thomas Jefferson, which made him very glad indeed. Third period: English. He won his in-class debate on the works of William Shakespeare. Fourth period: Gym. Not much to say, because Peter lacked muscle and weighed only 115 pounds, which made it difficult for him to climb the rope, something that Flash and his cronies found humorous.

Finally, fifth period came: Lunch. It wasn't Peter's favorite time of day, granted that most days he was beaten up or humiliated by Flash, but he liked to spend time with his friends. After he ordered his hamburger and milk, Peter presumed to head out to the courtyard and meet up with Eddie and Felicia.

"Hey guys." he said.

"Hey," Eddie said. "How's your day been going so far? Flash bugging you much?"

"Nah," Peter told him. "Just the usual pointing and laughing."

"Alright. Hey Pete, there's someone I'd like you to meet." Eddie's head turned to face a red-headed boy who looked about Peter's age.

Harry Osborn, son of Oscorp CEO Norman Osborn, was sitting at the opposite end of the table. He said "Hey Peter! I haven't seen you in ages! What's going on?"

"Harry?" Peter stammered. "I haven't seen you in 5 years! Where were you?"

"My dad kept sending me to all these private schools, but I flunked out of all of them. So anyway, I'm back! You all excited for the Oscorp trip tomorrow?"

Peter was confused. "How did you know about the trip? Didn't you just get here today?"

"It was _my_ idea to have it in the first place, Einstein."

Peter felt ridiculous as he chewed his hamburger. _Why didn't I remember that he's Osborn's son? It's obvious, isn't it?_

"Anyway," Harry continued. "I hope you all enjoy yourselves tomorrow. See you then!"

"Okay. Thanks Harry!"

Felicia looked confused. "How did you know who he was?"

Peter simply stated "Our fathers worked together and we were friends in school. That's all."

"Okay." Felicia said, right as the bell rang to go to their sixth and final period: Science.

* * *

Peter wasted no time in getting to his locker and pulling out his books that he needed for science. He was going to put his biology homework on Dr. Connors' desk, but it was quickly snatched away by Flash, who said "Sorry Parker, but I forgot to do mine. So I'll be taking yours now! Ha!"

"Give it back, Flash. Now." Peter spat.

"Or what?" Flash sneered.

"Or," said a voice coming from the doorway. "you could spend the afternoon in detention, Mr. Thompson. Your decision."

Curtis Connors, a gifted scientist with one arm and two jobs as both a high school science teacher and an Oscorp employee, was well-respected by his students (save Flash) and Peter's favorite teacher. He excelled at genetics and physics and was a perfect teacher for any student with an aspiration for science (namely Peter and Felicia).

Flash snarled and angrily handed Peter's homework back to him before returning to his seat. Once everyone settled down, Dr. Connors made an announcement.

"Good afternoon." he said in a delighted voice. "I'm sure you're all aware of our little field trip to Oscorp tomorrow, am I correct?"

The class nodded back to him.

"Good," he proudly exclaimed. "because today we are going to do a little review before tomorrow so that you are all well-prepared. First, what are cross-species genetics? Anyone?" He saw a hand shoot up. "Very well, then. Mr. Parker, kindly explain to the class what cross-species genetics are."

"Well," Peter said. "Cross-species genetics is the combination of two or more foreign species in hopes for certain genetic traits and characteristics. Similar to that of artificial selection."

"Very good. And can you explain how this can be used practically?"

"Well, say a person has Parkinson's disease. The brain stops producing dopamine to the brain cells, but a zebrafish can regenerate dopamine cells at will. If you were to cross zebrafish characteristics to the person with Parkinson's, they're theoretically curing themselves. Or if a person loses an arm or leg, crossing a lizard's ability to regenerate limbs at will could regrow theirs."

"Excellent work, Peter! I'd say that there's a scholarship to ESU with your name on it! Now let us move on to-"

* * *

As Peter made his way to his locker to get his backpack, he heard a devious voice come from behind him.

"Hey Parker! You don't have Connors here to protect you now! Turn around so I can give you that knuckle sandwich that I promised you earlier!"

"You _never_ said that, Flash."

"Go to hell."

Suddenly, Flash's meaty fist made contact with Peter's fragile face, causing him to get a black-and-blue mark on his right cheek and to fall on the floor.

"Peter! Are you alright?" Felicia asked, worried.

"I'm alright. I'm alright." Peter told her.

"You don't look alright. Do you need to see the nurse?"

"Nah, it's nothing. Besides, I'll miss the bus home."

Eddie came from around the corner. "Jesus, man. You gotta stand up for yourself more often."

Peter replied "I'll be fine. See you guys tomorrow!"

Felicia and Eddie both waved goodbye, their best friend leaving shaken.

* * *

_Chapter 2: Secrets_

Wednesday, 3:00 PM

"Peter! What happened to your face?" his aunt cried.

"I'm fine. It's nothing. I just tripped over a branch on my way back." Peter said, explaining the bruise that formed under his eye as he walked in through the door.

"Oh, well, if you think you're alright, go and help your uncle carry stuff from the basement. We decided that we're getting rid of our old stuff and we would like to see if there's anything you'd like to keep. In the meantime, I'll prepare some ice for your bruise."

"Okay. Thanks, Aunt May."

Peter started to head downstairs when he heard his Uncle Ben call out, saying "Hey Pete! Could you give me a hand with this?"

"Sure, Uncle Ben. On my way."

"Okay, carry those two boxes up for me, and then you can look through everything else when you're done. Maybe you'll find something interesting that I've forgotten about. Like my football trophies!" Uncle Ben chuckled.

"Alrighty, then." Peter said. After carrying up the boxes, he searched every nook and cranny for something of interest. He found some old comic books, a high school yearbook from 1974, and a couple of pictures of Uncle Ben and Peter's father, Richard. While he was inspecting an old camera, he noticed a latch in the floor of the basement. Curiously, he opened the hatch and found a small, leather briefcase with the initials R.P. It didn't take Sherlock Holmes to figure out that this bag belonged to his father. When he was finished, he brought the bag upstairs and opened it up so it's contents could be revealed. He found a pen, an Oscorp identity badge, a calculator, some pencils, a notebook, and a picture that contained Richard Parker, Norman Osborn, Howard Stark, David Banner, Abraham Erskine, Eddie Brock Sr., Reed Richards, Hank Pym, Otto Octavius, and Curt Connors!

Peter was absolutely shocked when he read the names of these men. He knew that Osborn and his father were close workers in the company, but didn't know that he also worked with the former CEO of Stark Industries (father of Tony Stark/Iron Man), a Gamma-radiation pioneer (father of Bruce Banner/The Hulk), the creator of the super-soldier serum (which helped make Steve Rogers/Captain America), his best friend's dad (who he didn't know anything about), the foremost Cosmic-radiation scientist in history (Mr. Fantastic), the inventor of Pym-Particles (Ant-Man), the most successful nuclear fusion scientist (Doctor Octopus, coming from the mechanical arms he wears during experiments), and his own science teacher!

However, these answers only led to more questions. What did they do? Why did he leave? Was it because of this work that he vanished?

* * *

Peter was lost in thought while he was eating his spaghetti.

"Peter? Is everything alright?" said a worried Aunt May.

"I'm fine. It's just that when I was looking for stuff in the basement, I just happened to come across a bag that belonged to my dad."

"Oh really?" Uncle Ben asked, looking intrigued. "What was in it?"

"Just a couple of pencils, a calculator, and a picture with a bunch of scientists. Why was the bag here?"

"I didn't even know it _was_ here." Uncle Ben said. "I guess your dad hid it here before he vanished."

"Why would he hide it _here_?"

"I guess he trusted me enough."

"Okay, thanks Uncle Ben. Thanks for dinner, Aunt May. Sorry I can't stay and chat, but I got a ton of homework to do."

The truth is, Peter didn't have _any _homework to do. He saw this as an opportunity to go up to his room and search deeper into the contents of the bag. After about another hour, Peter _still_ didn't find anything else. However, when he opened the side zipper, he came to a realization that the inner lining of the bag contained a folder with special documents inside. Mostly they were insurance forms and whatnot, but there was one paper with a series of equations on them, with one large one ending with two zeroes, each with a slash through them. Peter was thriving for answers at this point, but sadly, there was nothing else to look for. He decided that he'd just have to ask Dr. Connors tomorrow what he knew, and maybe he'd find a few answers at Oscorp Industries.

* * *

_Chapter 3: Oscorp_

Thursday, 9:00 AM

Peter's face looked in awe at the Oscorp Tower. Over 200 floors of science and innovation, and his school had a front row seat to it all. There were no limitations to what they might find: cross-species genetics, particle physics, nuclear fusion, advanced robotics, and (possibly) time travel. Peter, Eddie, Harry, and Felicia seemed to be the only students that actually cared about this trip anyway, and everyone else seemed to be suspended in an endless stupor. When they got off the bus, Harry walked to the front of the group and said "Fellow students of Midtown High. Welcome to Oscorp Industries. I hope that you find the tour enjoyable and rewarding. Let's go in, shall we?" Flash and his cronies sniggered at this like the immature brutes they were.

* * *

When the group reached the 30th floor, they found the genetics lab at last, where the head scientists were waiting to greeting them. Two of the three men were unfamiliar to Peter, but the third was Dr. Connors.

"Welcome, Midtown Seniors. I am Dr. Miles Warren, the head of the genetics department, and these are my accomplices: Drs. Alastair Smythe and Curtis Connors. We specialize in cross-species genetics, and I'm sure that Dr. Connors has told you what that is, of course."

"Yes, Dr. Warren." The group chanted.

"Good. Well, I must be heading to the physics department, and Dr. Smythe has to head to R&D, so Connors here will guide you through. Good day!"

Warren and Smythe exited the room, leaving the students with Dr. Connors.

"Well, it seems that we're together yet again." The class gave a small chuckle.

"Right now, we are working on two specific projects: spider and lizard DNA. Now, the spiders aren't much; they have been genetically modified with specific traits from other spiders, but right now they're being used to generate a form of webbing silk that we plan to use in bridge repair and body armor. Unfortunately, all tests have proven unsuccessful so far. The real treat is experimentation with lizard DNA. Reptiles have evolved so greatly that they can regenerate entire limbs at will. I'm sure you can see my envy," he said, rubbing his stump. "which is why I strive to create a world without weakness. Now, other experiments we're working on include-"

But Peter didn't hear what Connors said next, because a man had bumped against his shoulder and knocked him into the containers of spiders, and they fell onto the floor just as the man dropped his folders. Thankfully, the group didn't notice any of the commotion.

"Oh, I'm so sorry, sir." Peter said, and started picking up the fallen papers for the man, who's nametag read Dr. Rajit Ratha. However, Peter stopped for a moment when he noticed the same symbol from his father's list of equations: the double zeroes with the slashes. Ratha quickly snatched the paper from Peter's hand before he could read the rest, and hurriedly stormed out of the lab. Peter, disappointed, started to pick up the fallen cases of spiders when he noticed one of them was empty. He then looked on the bottom and found the symbol yet again.

_What do these symbols have to do with my father? Was he involved?_

His thoughts were cut off when he felt a sudden pinch in his right hand.

"Ow!"

Peter looked down and saw a bite mark on his right hand, along with a dead spider on the floor.

* * *

"Alright, group. That's the end of the tour. it's 3:30 now, and you all have to be home by 4:00. Let's go." Connors said. Peter followed closely behind, rubbing the spot where he was bit.

"Hey Pete," Harry said. "Hope you enjoyed the tour. Sorry, I gotta stay here and take care of some business for my dad. See you tomorrow!"

"Okay, thanks Harry." Peter said, still rubbing his hand.

"Hey Peter. What did you think of the tour?" Felicia exclaimed merrily.

"Hey Felicia. I thought it was pretty good. I loved it when Dr. Octavius was able to temporarily sustain fusion. You?"

"The human performance-enhancers caught my eye. My grandfather had served with Captain America during World War II, and had always admired Cap because he saved his life on more than one occasion. Oh Peter!" She noticed the bite mark and looked extremely worried. "What happened to your hand?"

"Oh, this? Probably just a bug bite from a gnat or something." Peter lied.

"Alright, but if you feel that you need any help, don't hesitate to ask me."

"Sure."

* * *

The truth was that he wasn't feeling good at all. He felt nauseated, lightheaded, exhausted, and didn't want to speak to anyone on the bus for the whole journey home. As he walked through the door, he felt about ready to pass out.

"Hey, Peter! You're just in time for dinner." Uncle Ben said. "How're you doing, buddy? How was the field trip?"

"Hi, Uncle Ben. It was good. I don't feel well right now. I'm gonna go to sleep." Peter weakly stated.

"Are you okay? Do you want to have a bite?" Aunt May worriedly asked.

"No thanks. Had a bite." Peter wasn't in the mood for making jokes right now, but he still couldn't resist. "'Night."

As Peter closed his bedroom door, he took off his jacket, backpack, shirt, and glasses and stared at the mirror at his image. He looked sickly thin (as he normally did) and had a very pale face. He looked as if he were about to throw up all over the floor. He clambered over to his bed, but collapsed on the ground, pulling his bedcovers down with him. He passed out, and kept weaving in-and-out of strange dreams, one with spiders crawling all over his body, another with Felicia being dragged away from him by a shadowy silhouette, images of his father that he never saw, and repetitive flashes of red and blue. Through the night, he could feel his body burning, his skin stretching, his bones cracking and reforming, his muscles contracting and shifting, and his mind feeling torn open and shut again. The last thing he remembered in his sleep was a giant spider inching towards him. He wanted it to end the pain for him, just have it be all over. The spider raised its head, exposing it's fangs, and lunged forward, causing everything to go black.

* * *

_Chapter 4: Powers_

Friday, 7:00 AM

BEEP! BEEP! BEEP!

Peter got up very suddenly and hit his alarm clock with great force, causing a "crack" to sound. He then got up off the floor not feeling sick at all. Rather, he felt really good today!

When he reached for his glasses, he found that the entire world had gone fuzzy when he put them on. _They must be_ _dirty. _Peter thought. So Peter cleaned them, and they were still blurry to his vision. However, when he went in front of the mirror to try them on and off, he realized that his vision became blurry with glasses and that his regular eyes were 20/20 perfect. After he set his glasses back on his dresser, he saw that his alarm clock was completely smashed.

"Weird." Peter uttered quietly. That is until he looked at his body in the mirror.

Somehow, it had transformed overnight. His biceps, triceps, and quadriceps were bulging in pure muscle mass. He had acquired several pounds worth of muscle onto his body. A six-pack formed beneath his now-humongous chest. He had even grown a couple of inches taller.

"Peter," Aunt May called. "are you alright?"

"Well, uh, I'm fine." Peter said in awe over his new body.

"Any better this morning? Any change?"

"Change?" Peter asked, followed by looking down his underwear. "Yep. Big change!"

"Well, hurry up! You're going to be late!"

"Right."

Peter began putting on his shirt when he saw Felicia next door through his window, brushing her golden-silk hair. She didn't know that he was watching her do this, and Peter just stared, dumbfounded, until she put on her jacket and left, closing the door behind her.

"Okay." Peter said aloud, smiling.

* * *

As he ran down the stairs, Peter felt a sudden urge to slide along the railing and jump into the kitchen. He did, which surprised his aunt and uncle.

"Jesus, I thought you were sick!" Uncle Ben laughed.

"I got better." said a smiling Peter. "Bye guys!"

"You haven't eaten anything. Have you got your lunch money?" Aunt May asked.

"Yeah, I got it."

"Hey, Michelangelo. Don't forget we're painting the kitchen right after school, got it?" Uncle Ben said.

"Sure thing, Uncle Ben. Don't start without me!"

"And don't start up with me." He gave Peter the thumbs up, and he smiled.

_Today seems like it's going to be a great day._

But by then, the bus had already driven 3 blocks ahead.

* * *

"Hey! Stop the bus!" Peter shouted.

He started running for the bus, hoping that it would see him and stop, but never expecting to catch up to it whilst moving. But how wrong he was! When he ran, he didn't feel out of breath or exhausted, and seemed to be running faster than most of the cars. When he had finally caught up to the bus, he started banging his hand against the windows and side, shouting to stop. The students laughed at Peter as he was constantly trying to get on.

"Tell him to stop-"

Whatever was to come out of his mouth next was silenced when he placed his hand on the paper banner for Midtown High Football (Go Wildcats!) and it tore off from the side of the bus, sticking to his hand.

Peter stopped dead, and the bus drove away. He started prying the paper from his hand, and found it very difficult to do. When he finally did manage to pull it off, he found no glue or sticky substance that would keep his hand stuck to the paper. Peter looked at his hand with a puzzled expression on his face.

_What is going on here?_

* * *

Out of instinct, Peter started running again, and he was running so fast that he made it to school before his bus had a chance to arrive. After all of that running for what must've been more than a mile, he didn't feel the slightest out of breath, and felt that he could keep on running for several hours without stopping.

When his bus did arrive, he gave a confident smirk to the students as they got off. Eddie came off somewhere in the middle of the mass of teenagers, and had a dazed expression when he saw Peter.

"Peter? I thought you missed the bus and were trying to catch up. How'd you get here so quickly?" Eddie asked.

"I ran." Peter said, with a smile on his face.

The majority of the day was the same as always, but when fifth period came, everything was different.

Today's game was dodgeball: Peter's least favorite game because he always managed to get hit by Flash. Mr. Coulson blew his whistle, and the gym was suddenly filled with flying red rubber. All at once, Peter felt a tingling sensation in his brain telling him to move to the left. He looked around, and sure enough Flash was throwing a ball at him, but this time, everything around him just slowed down. He could see the ball in mid-air, slowly moving like in those action films. He could also see the other students in slow-mo, but he decided to listen to this voice before he got squished. So, he moved to the left, with the ball missing his face by mere centimeters. Flash had a furious look on his face and threw another ball when Peter had his back turned. Sure enough, the tingling sensation came back and told him to turn around and grab the ball. He turned and grabbed the ball with one hand, with little force acting against him. Flash looked ready to devour Tokyo, and Mr. Coulson told him to sit out. He furiously shouted "NO!" and threw yet another ball, which Peter dodged and saw this as his chance to get back at Flash.

"Come on, Parker! Bring it!"

Peter ran forward and threw the ball at Flash, knocking him back thirty feet and onto the floor.

"Oh my God." Peter said. He was scared now. Something was totally off.

Thankfully, that's when the period ended.

* * *

Lunch came, and that's when Peter had a chance to try to calm down and think. Then, he saw Felicia carrying her lunch tray and walking towards the table. Peter felt some relief at the sight of her, but the tingling sensation came back when she slipped on spilled orange juice, causing her to start falling and her lunch tray to fly into the air. Peter spun around and caught her, and then caught her tray and its contents.

"Wow," she gasped. "great reflexes! Thanks."

Peter's face turned red. "No problem."

"Hey, you have blue eyes. I never noticed with your glasses. Did you just get contacts?"

Unable to give a proper explanation and not ready to lie to her again, he just smiled like a dork. Then she smiled.

"Well, see ya." Then she left for the other end of the table.

Peter sat down, feeling stupid. _Why did you just smile like that? God, you're such a loser!_

Those thoughts were pushed aside when he saw that his fork was stuck to his hand. When he tried pulling it off, he noticed it had a white, sticky substance attached to both the fork and his wrist. He flicked his wrist forward and pressed his middle and ring fingers on his palm to see his hand and get whatever it was off, and the same substance came straight out of his wrist as a line and attached itself to an abandoned lunch on the other table. Peter was freaked out, but thankfully, no one noticed this at all. In an attempt to disconnect the line from his wrist, he yanked back the line in hopes that it would snap, but instead carried the lunch tray across the cafeteria and almost hit his head, if not for the tingling yet again. But out of all the students at Midtown, all those that liked or hated Peter, the lunch tray just so happened to land on the shoulder of one Flash Thompson. Flash, covered in spinach and corn, looked furious enough to break Peter in two.

Luckily, an announcement came over the intercom, which gave Peter time to escape.

"_Attention to all students and staff: because of an emergency staff meeting today, sixth period is cancelled and you are all asked to board your buses immediately. We hope you had a great day and hope you have a good weekend."_

* * *

Peter was just pulling out his jacket and backpack from his locker when he felt it again: the tingling came back and saw a fist coming from behind him. He successfully avoided the punch (which dented his locker) and turned to face a bloodthirsty Flash, who mocked "You think you're pretty funny, don't you, freak?"

Felicia race-walked towards the circle of students surrounding the two adversaries. "Flash, it was just an accident."

Flash snarled. "My fist breaking his teeth, that's the accident!"

"I don't want to fight you, Flash." Peter stated.

"I wouldn't want to fight me neither."

He started throwing punches from every direction towards Peter, but he was able to dodge every single one. One of Flash's cronies tried tackling him from behind, but, again, the tingling came and Peter did a triple-backflip over the guy, causing everyone standing around to gasp in awe.

"All yours, man." said the crony. Flash pushed him aside and threw several punches at Peter in a relentless fury. His last punch was caught in Peter's hand, and he twisted his arm and punched him hard, sending him across the hall.

Everyone in the area either cheered for Peter or showed absolute terror on their faces, with the crony saying "Jesus, Parker, you are a freak." The smile he had for a brief second vanished at these words and the look of Felicia's face. Eddie then said "Peter, that was amazing!"

Peter picked up his backpack and ran out of the school, leaving Felicia in shock and Eddie calling out to him. "Peter!"

* * *

Peter ran, ran, and ran for several minutes before stopping in an alleyway to think. He was scared out of his mind.

_What's happening to me? All of these things, how am I able to do this? It's not possible. It can't be. It can't..._

His eyes then focused all of his attention on the mark where he was bitten.

_Of course! _Peter concluded. _The scientists at Oscorp were working on cross-species genetics and managed to create genetic super-spiders, and one of them bit me! That means now I have the powers and abilities proportionate to that of a human-sized spider! I wonder what else I can do?_

Peter turned to face the wall to see if he truly _was_ like a spider. He placed his hand on the wall and felt suction between the two. He did so with the other hand, and again and again until he had both of his hands and feet sticking to the side of the building, like a rock climber on the side of a mountain. He didn't realize how high up he was until he looked down and saw that everyone in the street looked like ants.

Peter felt a wide grin spread across his face. "WOO-HOO!"

* * *

Peter was jumping over rooftops, screaming of joy as he did so. Picking up speed wasn't a problem, and neither was performing death-defying jumps. His "Spider-Sense" (as he called it) helped him to recognize how much force was needed to jump the gaps. When he came to a point where there was a gap too big for even _him _to jump, he saw an unmanned crane on one rooftop, with the crane arm sticking out over the street below. He remembered earlier when the white and sticky substance (which he guessed was spider webbing) had came out of his wrist and stuck to the tray. He wondered if he could use this to get across the gap. He extended his arm forward, but then he suddenly forgot how he was supposed to do it. So Peter tried flicking his wrist back and said "Go web!"

Nothing. He used the same gesture.

"Fly."

Nothing. He sent his arm back and thrust it forward.

"Up, up, and away web!"

Peter felt stupid. He wasn't Superman.

"Shazam!"

He felt even more stupid. He wasn't Captain Marvel either.

Peter formed three more gestures, one with his fingers clenched except for his middle and ring, another as a thumb-up, and the third being the devil horns that you can see at rock 'n roll concerts.

"Go! Go! Go web, go!"

Peter, frustrated, pressed his fingers when he was making the horns, and a line of webbing shot out through his wrist and went over the next building. He knew what to do now, so he extended his wrist forward, aimed at the crane arm, and pressed his two fingers down. He fired another line, but it missed its intended target. Peter adjusted his aim, fired again, and the webbing made contact with the arm.

He gripped tightly on the web, and prepared to swing himself across the gap. Nervous, he looked down to see how far he would fall if he messed up.

"Tally-ho." Peter said, trying to lift his fears.

He swung across, screaming as he did so. He then realized that the line was too long and, ironically, ended up smashing against a billboard of a car at the window.

* * *

It was late now. Peter knew that his aunt and uncle would be mad at him for not coming home right after school and helping them paint the kitchen. Disappointed with himself, he walked in and found that they had gone out to dinner, indicated by a note scribbled in what looked like Uncle Ben's handwriting, saying "Michelangelo! Meatloaf and veggies in oven. Paint as much as you can." After he had cooked and eaten his own dinner, he used his new powers to paint the rest of the kitchen (walls, ceiling, etc.) and then he took out the garbage. While outside, he heard shouting coming from next door. He knew what was going on.

Walter Hardy, Felicia's father, was a good businessman, but not a great father. He frequently got drunk and hurt her, blaming her for his wife's death and his miserable past. The shouting stopped when Felicia came out back and saw Peter's face, and, frustrated, asked "Were you listening to that?"

Ashamed, he said "No. Well, I heard, but I was just taking out the trash."

"I guess you can always hear us." Felicia had a tear on her cheek.

"Well, everybody shouts." Peter said, trying to be comforting.

"Your aunt and uncle don't."

"They can scream pretty good sometimes." Peter, wanting to change the subject, said "Listen, today at school with Flash..."

"You really freaked everyone out, including me."

Peter felt ashamed, and wanted to make up for it in some way. "Is he alright?"

"He'll be fine." Felicia said. "He's just glad you didn't break his neck for graduation."

Peter then remembered that graduation was only three weeks away.

Felicia followed by asking "What are you going to do after you graduate?"

"Well," said an unsure Peter. "I want to move into the city. Go to ESU, get a job as a photographer, work my way through college, then perhaps become a physicist. What about you?"

Felicia bit her lip. "I think that I want to move into the city, too. I'll go to ESU and study biology, of course. But, I also want to..." She blushed.

"Come on," said Peter. "Try me."

"Well, I want to," she paused for a moment. "Act. On stage. I just love drama."

"Really?" asked a surprised-yet-happy Peter. "That's perfect! You were awesome in all those school plays."

Felicia's face lit up. "Really?"

"Yeah. I cried like a baby when you played Cinderella."

Her face turned into a not-that-amused look. "Peter, that was first grade."

"Well," Peter said. "Even so. Sometimes, you _know_ people. You can just see what's coming."

"What do you see coming for you?" she asked.

"I don't know, but whatever it is, it's something I've never felt before." Peter said.

"And what do you see coming for me?"

"You?" Peter said. "You're gonna light-up Broadway."

Felicia smiled and said "Thanks, Pete." She turned to walk towards her back door, then she turned and said "We should catch up more often. A car ride might be nice." Peter said "Sure. No problem." and she walked inside her house. Peter then felt stupid. _I don't even own a car. I could use Uncle Ben's, but I don't think that she'd be impressed with a rust bucket._

After he went inside, he noticed a newspaper with a bunch of car ads, one for a Ford for $2,899.99, the cheapest one on the list. Under the prices, Peter saw an ad for an amateur wrestling competition reading "Need Cash? $3,000 for 3 minutes in the ring with Bonesaw McGraw! Colorful characters a must!"

An idea formed inside Peter's head. He was going to need thread. Lots and lots of thread.

* * *

_Chapter 5: Osborn's Gambit_

Friday, 8:00 PM

Norman Osborn, CEO of Oscorp, was sitting in his office, frustrated with the recent events in his company within the last 36 hours. He took a large gulp of whiskey, and slammed his glass on his desk hard. Osborn then recollected everything that had happened in the last few hours and ran them though his head again. First, one of the genetically-enhanced spiders was found dead in the genetics lab. He furiously shouted at Dr. Warren for not keeping them safe and intact. Second, all tests for the human performance-enhancer serum had failed due to the rats experiencing episodes of violence, aggression, and insanity. Third, all tests in cross-species genetics had been unsuccessful because the rats had not accepted Connors' reptile DNA serum due to the decay-rate algorithm. Fourth, General Slocum and the Board of Directors had given him a two-week deadline for a successful human trial for either the super-soldier serum or the reptile serum, or else they would pull his funding and give it to Quest Aerospace, along with the Board demanding his resignation.

Osborn knew he was running out of time. He _had_ to do something before his entire company collapsed. He should've realized that lizard DNA was a dead end ever since Richard Parker had vanished.

_If only he trusted me more than Fury..._

* * *

Osborn headed down to the performance-enhancers lab, where it was abandoned of everyone except Dr. Mendel Stromm, who seemed to be deep in doing research.

"Dr. Stromm. Good evening."

"Hello, Mr. Osborn. What brings you here?" Stromm asked.

"We need to proceed with the human trials on the performance-enhancers immediately." Osborn demanded.

Stromm looked fearful. "Human? They're not ready yet. We need to take the whole line back to formula first. Afterwards, we need to find a proper medical staff and volunteer. Just give me two weeks."

"Two weeks?" Osborn raised his voice. "In two weeks, we'll have lost the contract to Quest and Oscorp will be dead. Sometimes, you gotta do things yourself. Here, help me make some adjustments to the serum before we use it."

Stromm was not a fan of this idea, but he consented to help him anyway.

* * *

After the two scientists were done making the necessary changes, Osborn and Stromm inserted the serum into the slot where it would be vented into the gas chamber. As Osborn was taking off his shirt and tie to go into the chamber, Stromm said "Mr. Osborn, please. We can't do this!"

"Don't be a coward," Osborn snapped. "Risks are part of laboratory science."

Osborn settled himself on the metal bed where Stromm fastened the cufflinks to his arms and legs. After securing him, Stromm went over to the computer and activated the code to slide Osborn into the gas chamber. He gave a nod to proceed, and he punched in the activation code for the gas to start venting in the chamber.

At first, Osborn's vitals appeared normal. He was showing a significant increase in strength. But soon, he started spazzing out. He was flailing his arms and body and started screaming.

"Norman?" Stromm asked, scared.

Osborn's heart rate was over 200 bpm, and the spazzing didn't stop even when Stromm vented the chamber. Suddenly, Osborn stopped moving entirely, with his heart rate now at 0.

"Oh my God! Norman!"

Stromm entered the chamber and started performing CPR on Osborn, when suddenly he heard a beeping noise and turned to see that his heart was beating again.

Osborn opened his eyes and grabbed Stromm by the throat. In a dark, cold voice, he said "Back to formula?"

Norman Osborn threw Dr. Stromm out of the chamber window, sending him right into a table with electrical equipment. Jumping out of the chamber, he screamed as he made his way towards him, so he could finish him off.

* * *

_Chapter 6: The Sins of Our Fathers_

Friday, 9:00 PM

Walter Hardy, angry and drunk, answered his ringing phone and grudgingly asked "Who is this?"

"Why hello, Mr. Hardy. How are you this evening?"

Hardy's heart skipped a beat when he heard the voice. Why would he _ever_ call here?

"I've told you," Hardy angrily said "I'm not doing it! Our business is finished! You hear me?"

"Maybe so," the voice said. "but Felicia doesn't know that, does she? After all these years, you _still _haven't told her the truth about why you're never around or why you've been so cross with her."

"It was for her own safety." Hardy snarled.

"Well, if you refuse to do what I ask one last time, then we'll see how that 'safety' works then." said the voice in a sadistic tone.

Hardy was furious, and ready to pound him into oblivion. But he knew what would happen if he tried. He couldn't jeopardize Felicia's safety for his anger and regret. So he said "Alright, but this will be the last time."

"Indeed. You have a four-week deadline to retrieve the super-soldier serum from Oscorp. It's a bit unstable now, but if you don't get it for me in that time frame, then, well, whoops."

"You haven't heard my last, Fisk."

Hardy slammed down the phone and went to bed.

* * *

_Chapter 7: Clothes Make the Man_

Saturday, 8:00 AM

Felicia got up slowly and brushed her golden hair out of her eyes. She looked out her window to see what the weather was like and what Peter was up to. It was fair outside, but Peter looked intensely into sketching something. She was curious as to what he was sketching, but, as the phrase goes, curiosity killed the cat.

After she got dressed for the day, Felicia went downstairs for some breakfast, but ran into her father on the stairs.

"Morning, Daddy." she said. "How are you today?"

"I'm fine," Walter said. "Listen, I'm really sorry for my actions over the past few years. I haven't always been there for you, and I should never have hit you. It's just been hard without your mother, Felicia. I'm going to be a better father from now on. Now, I made some toast for you, honey. It's downstairs on the table."

"It's alright, Dad. Thanks." Felicia said weakly.

* * *

Peter sat in his room, coming up with ideas for a costume to wear to the wrestling contest. They all varied in shapes, sizes, and color. One involved a ninja-like appearance with a giant red spider on the chest, another of one with multiple arms attached to a dark blue jumpsuit, and many more. But one of them really caught his attention: a red-and-blue spandex outfit with webs and eyes on it.

It took him several hours to produce the costume, but Peter was satisfied with the results. The suit was skin-tight, so he could easily wear it under his normal clothing. It was a red suit, with blue leggings, back, and from the end of his wrists to under the armpits and along the sides. The red part of the suit went over his shoulders, the outside of his arms, the torso piece in the middle between the blue, the belt that formed under the centerpiece and sides, and his boots, gloves, and mask. The red parts had a raised web design that formed a pattern in the suit while the blue parts stayed plain. The boots and gloves had the same web pattern, as did the mask. The mask had two eyepieces that formed pointed spider eyes. The material used allowed him to see through clearly, but no one else could see into his mask. The back had a large, red spider on the blue area, while the front had a smaller, black spider on the red and on top of the webbing.

Now that he had a costume, Peter needed to come up with a name. After a while, he decided to call himself Spider-Man.

_Not bad, if I do say so myself. _Spider-Man thought.

* * *

_Chapter 8: The Decay-Rate Algorithm_

Saturday, 4:00 PM

Peter hid his suit underneath his bed for when the time of the match came. Afterwards, he took out a book and started reading it: A Splice of Life by Dr. C. Connors. He decided to take a break from thinking about his powers to thinking about his father, instead. He skimmed and scanned every page for a hint at his work with Connors, until finally he found a page including a series of formulas and the double zeros with the slashes marked "The Decay-Rate Algorithm." The page explained how Connors had spent years trying to solve the equation, but with no success. Peter then grabbed the formula sheet and found that the sheet had matched what the book was trying to find. Astounded, Peter decided to go over to Dr. Connors' house and explain to him what he had found.

After walking two blocks from his house, he rang the doorbell to Connors' house. When the door opened, Connors greeted Peter and asked "What are you doing here, Peter?"

"You worked with my father, Richard Parker. Is that right, Dr. Connors?" Peter asked.

"Yes," said Connors. "I'm terribly sorry that I've never told you about that. Please, come in, come in. I just brewed some coffee. Would you like some?"

"Yeah, sure. Why not?"

* * *

"You know," Connors said while pouring the coffee. "you remind me a lot of your father, Peter."

"Thanks," said Peter, but now it was time to ask him what he came for. "Listen, I was reading your book the other day, and you say that you haven't been able to solve the decay-rate algorithm, right?"

"Right," Connors said, but his face had fallen. "When your father and I worked together, we had dreamed together about a world without weakness. We were going to change the lives of millions, including my own. Then, he developed those spiders that you saw on the trip, and the results were beyond achievable. They were spectacular. They were amazing. They..."

Connors let out a heavy sigh.

"Then he left. I don't know why or where he was going. After he had left, there was nothing more to do because he was the only one to figure out the algorithm. And I was," He paused for a moment. "angry. So, I stayed away from your family, and for that I am truly sorry."

"It's alright, Dr. Connors. Listen, I may have found a solution to the algorithm." Peter said, heading over to the nearby chalkboard and writing down what he had memorized from the paper.

Connors was stunned when he looked at the equation in front of him. "How'd you come up with this?" he asked, puzzled.

Peter, not wanting to jeopardize his father's research, simply pointed at his brain.

"Peter, how would you like to come and visit me at the Oscorp Tower one day after school?"

"Sure thing," said Peter. "I'll check with my aunt and uncle."

"Okay. Goodbye, Peter."

"Goodbye, Doc." Peter said, and then exited the house.

* * *

_Chapter 9: Norman's Revelation_

Saturday, 3:00 PM

Norman Osborn woke up on the floor of his office, having a bad taste in his mouth. He had the strangest dream, and the last thing he remembered was constant fidgeting. Dr. Stromm was there, and so was the laboratory and the serum. Osborn couldn't remember anything else that had happened, but found it strange that he was on his office floor and not wearing his shirt. He saw a light-green dress shirt on a nearby couch and put it on, and just then, the door opened and his son Harry walked in.

"Dad? Where were you? What are you doing on the floor?" Harry asked.

"I don't know," Norman said truthfully.

"Have you been there all night?"

"Well," Norman said. "Last night I was-"

"Mr. Osborn!" Dr. Warren interrupted when he entered the room. "Thank God I've found you. I have some bad news. Dr. Stromm is dead."

"What?" asked Norman, shocked.

Dr. Smythe entered the room next. "They found his body this morning in the performance-enhancers lab. He's been murdered, sir."

"What are you talking about?"

"I just came from R&D, Mr. Osborn," said Smythe. "The experimental flight combat glider and flight suit have been stolen as well."

Norman looked like he might have a heart attack. "Who could have done such a thing?"

"I don't know, but we're trying to figure that out right now." Warren said.

_Things just keep getting better and better, don't they? _Norman thought.

* * *

_Chapter 10: Meeting Connors_

Tuesday, 5:00 PM

Peter made his way over to Oscorp Tower once again. Dr. Connors had told him to meet there today so they could work on the formula together. Over the weekend, he practiced a lot with his new powers, managing to crawl to the top of Manhattan's tallest skyscrapers and learning how to swing on his webs properly. On the way, he saw a mugging taking place. Although he technically wasn't a superhero, he still felt a need to intervene with the crime.

"Don't move!" said the mugger, pointing his pistol at the woman he was robbing. "Give me the damn bag now!"

"Yo," Spider-Man said to the thief. "Didn't your mommy tell you it's not nice to steal?"

"Who the hell are you?" asked the thief.

"Nuh-uh-uh! Watch the language, buddy. If you can't say anything nice, don't say anything at all." Spider-Man said.

"Piss off!" the thief shouted, and he started shooting at Spidey. Thanks to his Spider-Sense, he was able to dodge every bullet until the clip was empty.

"Yikes! Those things are dangerous, you know!" Spider-Man mocked.

"How the hell were you able to do that?" asked the mugger, dumbfounded.

"Well, thanks to your mouth," Spider-Man then yanked the gun from his hand using his webs. "you get you toy taken away."

"Why you little piece of-"

"All I asked was that you watch your language, and what do you do?" Spider-Man then knocked the thief out and webbed him against the wall. As he was prepping to swing away, the woman said "Thanks for saving my life! What's your name?"

"Spider-Man." Peter said, then he swung away.

* * *

"Peter! There you are. What took you so long?" Dr. Connors asked when he saw Peter enter the genetics laboratory. Peter replied by saying "Sorry, Doc. Traffic jam."

"Alright," Connors said. "let's get to work. First, do you still remember the solution to the algorithm?

Peter nodded.

"Good. Now, I need you to enter it into this computer. This device allows us to test serums and models without using live test subjects and real devices."

He then entered the algorithm into the computer. Connors said "If this works, we'll have made the greatest scientific breakthrough of the century!"

Peter, after dragging the equation to the spot where it would be virtually synthesized, said "Yeah, that'd be great! But lets not get our hopes up just yet. We need to run some tests first."

Connors activated a floor-to-ceiling hologram showing a virtual new serum and a three-legged mouse called "Freddie."

Connors pressed the button to see the simulation of what would happen if they tested it on the real Freddie. The computer voice said "_Downloading algorithm. Pending. Failed. Subject deceased."_

He pressed the button multiple times, each test coming up as a failure. After almost giving up, the computer said "_Formula accepted. Regrowth of missing limb in progress. All vitals: normal."_

They had done it. Peter's face turned into a smile and Connors stood awestruck. It had finally worked.

"Great work, Peter! I knew I couldn't have done it without you. Now, we need to actually test it. Here, hold Freddie steady for a second." Connors said.

"I will. " Peter said, clutching Freddie tightly.

"Be careful," Connors said when he was ready to inject the synthetized serum. "I wouldn't want to get you by mistake. Human trials aren't until next week."

They both laughed, and Peter thought about what it would be like to be a Spider-Lizard.

Freddie was injected with the serum and placed in the incubator. The trial was a success. They were going to go on and become revolutionary scientists. They would be able to change the world.

However, sometimes, it doesn't always pay to be right about something.

* * *

_Chapter 11: Great Power_

Friday, 8:00 AM

Peter felt like the king of the world. Ever since he got his powers, things seemed to be going right for him. He never felt tired or out of breath, Flash was too scared of him to even come close, and he felt a new surge of confidence when speaking to others. His grades were still the same (all perfect, of course), and he wasn't any more popular, but he felt great all the same. As he made his way into school, he heard a familiar voice.

"Hey, Pete." Felicia said.

"Hey, Felicia. How are you today?" Peter asked.

"I'm fine. Hey, uh, listen. If you want to, I don't know, do something sometime, I-I'm free any day of the week. So..." she looked nervous.

"What, do you mean like, uh, like a walk o-or a movie or something? We could do that, or, um... or we could do something else i-if you want." Peter looked as if his knees would buckle.

"Yeah," Felicia replied. "Something like that would be nice. It doesn't have to be a date i-if you don't want it to be. Uh, I have to go to class now, so, uh, I'll catch you later."

"Okay. See you later."

Peter felt that now he could take on the whole world. Somehow, for whatever reason, the love of his life just asked him out for a date. He was the happiest he could ever be, and not much else seemed to matter anymore. All he could think about was him and Felicia, and how he _had _to win that prize money tonight.

* * *

Peter put his costume on underneath his clothes, and proceeded to head out the door in time for the match.

"I'm going to the downtown library to get some schoolwork done. I'll see you guys later." he said to his aunt and uncle. Suddenly, Uncle Ben got up and said "Wait Pete, I'll, uh, I'll drive you there."

"No, I'll take the train." Peter said.

"Never mind that, I need the exercise. Go on, go." he said as he ushered him out the door and waved goodbye to Aunt May.

* * *

After pulling up on the side of the street next to the library, Peter unbuckled himself and said "Thanks for the ride, Uncle Ben. See you-"

Uncle Ben interrupted by saying "No, wait, Peter. We need to talk."

Peter, not wanting to waste anymore of his time, said "Oh, we can talk later."

"We can talk _now_, if you let me."

Peter almost whined when he asked "What do we have to talk about right now?"

Uncle Ben answered "Because we haven't talked for so long, your Aunt May and I don't even know who you are anymore. You skip your chores, you have all those weird experiments in-in your room, you're not home half the time, you start fights at school-"

Peter became frustrated and said "I didn't start that fight, I told you that!"

Uncle Ben made a comeback by saying "Well, you sure as hell finished it. I'm glad you didn't get in trouble."

"Well, what was I supposed to do," Peter retaliated. "run away?"

"No, you're not supposed to run away, but-" He stopped mid-sentence. "Pete, look, you're changing. I know, I went through exactly the same thing at your age."

Peter lightly smiled at this and said "No, not exactly."

"Peter, these are the years when a man changes into the man he's going to be for the rest of his life. Just be careful who you change into. This guy, Flash Thompson, he probably deserved what happened, but just because you _can_ beat him up, doesn't give you the right to. Your father had a principle, more like a code really, and he believed that if you could do great things for others, you have an obligation to do those things. Remember, with great power comes great responsibility." Uncle Ben said, a hopeful shine in his eyes.

Peter was now angry that Uncle Ben had even brought this up. "Are you afraid that I'm gonna turn into some kind of criminal? Quit worrying about me, okay? Something's different. I'll figure it out. Stop lecturing me, please!"

Uncle Ben tried to calm him down. "I don't mean to lecture and I don't mean to preach. And I know I'm not your father."

"Then stop pretending to be!" Peter shouted.

Uncle Ben's hopeful expression faded into a disappointed and sad face. "Right," he said, lightly nodding. "I'll pick you up here at 10:00."

Peter wanted to apologize for what he had said, but decided against it and exited the car. He watched his uncle drive back towards Queens, feeling ashamed of himself. Instead of going into the library, he turned right and headed for the wrestling arena.

* * *

Peter headed up the stairs of the arena, and got up just in time to see a large, muscular wrestler drive his elbow into the chest of his opponent. The referee came out and slammed his hand against the ring floor, shouting "One! Two! Three!" He raised the man's arm and said "Winner!"

As the man grinned devilishly, the announcer said "Ladies and gentlemen, give it up for Bonesaw McGraw!"

The crowd cheered loudly for Bonesaw, and the announcer said "For $3,000 dollars, isn't there anyone man enough here to take on this mountain of testosterone? Who?"

Someone in the crowd said "Bonesaw!"

The announcer boomed "I know who... The Flying Dutchman!"

The crowd booed at the very name, and Peter knew it was pointless to keep watching. He went into the bathroom, put on his suit, and pulled his mask over his head. He looked at himself in the mirror and said "Showtime."

Spider-Man made his way over to the woman with the contestant roster. Without looking up, she said "Next!"

"Hi, I'm Spider-Man." he said.

She looked up and met his large eyes. Observing his physique, she said "There's no featherweight division for you hear, small-fry. Next!"

Spider-Man was irritant. _Small-fry_? He responded by quickly saying "No. Sign me up."

The woman sighed and said "Okay. You _do_ understand that NYWL won't be responsible for any injury you may, and probably will, sustain, and that you're volunteering on your own free-will?"

"Yes."

"Down the ramp to the left. May God be with you." she said. "Next!"

* * *

The Dutchman charged toward Bonesaw, but Bonesaw grabbed him and threw him over the ring, saying "They don't call you the Flying Dutchman for nothing!"

The crowd cheered at Bonesaw, and the ring announcer asked "Are you ready for more?"

He handed Bonesaw the microphone. "Bonesaw is ready!"

"Will the next contestant enter the arena at this time? If he can last just three minutes in the cage with Bonesaw McGraw, the sum of $3,000 dollars will be paid to..." He pulled the mic away from his face and asked Peter, standing behind a curtain, "What's your name, kid?"

Peter said "Spider-Man."

"Oh, that sucks." He pulled the mic to his lips and said "The sum of $3,000 dollars will be paid to the terrifying, the deadly, the Amazing Spider-Man!"

The curtain pulled back, and Spider-Man was instantly greeted by booing and insults, in addition to bags of popcorn. As he walked down the aisle, he saw the Dutchman being carried away on a stretcher, screaming in pain.

"Oh, my God! Oh, my legs! God, I can't feel my legs!"

Suddenly, the crowd started chanting "Kill him! Kill him! Kill him!" Spider-Man was now extremely nervous when he entered the ring. When he did, he saw barred metal walls descending from the ceiling. An excited fan shouted "Cage!" Something was wrong. This wasn't in the ad.

"Will the guards please lock the cage doors at this time?" the announcer boomed.

"Hey, listen," Spidey pleaded. "this is some kind of mistake. I didn't sign up for a cage match! Hey! Unlock the thing! Take the chain off!"

"Hey, freakshow!" Bonesaw shouted. "You're going nowhere. I got you for three minutes! Three minutes of _playtime_!"

The bell dinged. The match had begun.

Bonesaw charged forward, but Spider-Man jumped up and stuck his hands against the cage bars, looking down at the wrestler just as his head made contact with the wall.

"What're you doing up there?" Bonesaw demanded.

"Staying away from you." Spidey said mockingly. "That's a cute outfit! Did your husband give it to you?"

Bonesaw screamed, and Spider-Man did a flip over him. He attempted to lunge at him again, but Peter used his webs to pull himself up and over him.

Someone had handed Bonesaw a chair, saying "Finish him!" Before Peter could react, he hit him in the head with the chair, knocking him to the ground. He did this multiple time until he was barely able to stand. Bonesaw then picked Spider-Man up and slammed him against the bars. After dropping him to the ground, someone handed Bonesaw a crowbar and said "Kick his spider ass!"

_Jesus! Are they really trying to murder me?_

But this time, Spidey was too quick for him, and started kicking him multiple times in the chest and face. When Bonesaw raised the crowbar for one final strike, Spider-Man's feet made contact with his chest and carried him over his body, sending him into the bars and falling to the floor. He was knocked out cold.

As the cage bars were raised, the referee said "One! Two! Three! That's it! That's it! Winner!" He raised Spider-Man's arm in victory.

"Ladies and gentlemen, give it up for our new champion Spider-Man!" the announcer boomed. The crowd had then started chanting his name.

"Spider-Man! Spider-Man! Spider-Man!"

Peter couldn't have felt any happier at that moment. People were finally respecting him. He won the match and also the prize money. He could feel the eyes of hundreds watching him, and felt overwhelmed in pride.

_I could get used to this_. he thought.

* * *

_Chapter 12: Great Responsibility_

Friday, 9:30 PM

Peter headed toward the fight-promoter's office to collect his reward. When he walked in, he saw piles and piles of the fine-green paper, with the promoter and his assistant counting it by hand.

"Ahem," Peter said. "uh, I'm the guy that won the match. Can I please have my money now?"

"Eh," the promoter said. "Sure, Mr., uh, Spider-Man." He placed a $100 dollar bill on the desk in front of Peter. "Now get outta here."

He had an irritated tone in his voice. Looking at the bill, Peter asked "A hundred bucks? The ad said $3,000."

"Well check it again, Webhead." The promoter raised his voice. "It said 3 grand for 3 minutes, and you pinned him in two! For that, I give you a hundred, and you're lucky to get that."

"I need that money!" Peter demanded.

"I missed the part where that's my problem." the promoter scoffed.

Peter, frustrated and angry, took his money and left the office, and at the same time, another man walked in and threw a bag at the promoter.

"Hey! What the hell-"

The man had raised a pistol at the promoter and said "Put the money in the bag."

As Peter was pushing the button to go up the elevator, he heard a shout come from the office saying "Hurry up!" The thief raised his gun and hit the promoter in the head. He ran out of the office, and the promoter and a guard ran for him, shouting "Hey! He stole the gains! Stop that guy! Stop him! He's got the money!"

Peter knew he could help; he had the powers and abilities to stop this guy before he could get away. But he was furious at the promoter. Furious that he had not given him what he earned. So, when the elevator door opened, he stepped back and let the thief get away. Before the door closed all the way, Peter could hear him say "Thanks!"

The guard pounded on the door, then turned to Peter and shouted "What the hell's the matter with you? You let him go!" Turning to his partner who had just entered the hallway, he said "Cut him off at the lobby and call the cops!"

The promoter, rubbing the spot where he was hit, walked up to Peter and said "You could've taken that guy apart! Now he's gonna get away with _my_ money!"

"I missed the part where that's my problem." Peter said, making the promoter eat his own words. He snarled, then walked back towards his office. Peter, smirking, pressed the elevator button again and left the building.

* * *

As Peter walked back towards the library (it was nearly 10:00), he saw three police cars speeding by. He then noticed a large crowd gathered in a circle around something. He walked forward to see what had happened, and as he made his way through the mass of New Yorkers, he heard people say things like "Hey, what happened?", "Someone got hurt.", and "Who is it?" His breath started picking up and his heart was racing. _What's going on here?_

"Excuse me." he said while pushing his way through the crowd. A police officer held him back, saying. "Stay back. Hey, stay back-"

Peter looked at the man who was on the ground.

"That's my uncle!" he shouted.

Uncle Ben laid unconscious upon the pavement, bleeding. "What happened?" Peter asked.

"Carjacker. He's been shot. We just called the paramedics. They're on their way." the officer answered.

"Uncle Ben?" Peter asked, terrified. "Uncle Ben?" He had to make sure he was still alive. "Uncle Ben?"

Uncle Ben opened his eyes, the hopeful glimmer from earlier still in his eyes. "Peter..." He outstretched his hand, and Peter took it.

"I'm here Uncle Ben." Peter said, a tear rolling down his cheek.

"Peter..." Uncle Ben's eyes suddenly closed, and he rolled his head on the side of the pavement. Peter could feel the grip weakening, and his uncle's hand gave up on holding his.

Ben Parker was dead.

Overcome by grief and sadness, Peter began to cry silently, but furiously. Just a few hours ago, he was trying to tell him something important, and he threw it in his face. He never felt more miserable and depressed in his entire life.

_What monster could've done something like this?_

By a stroke of luck, another officer arrived on the scene and said "They got the shooter. He's heading south on 5th avenue, and we have three cars in pursuit. Come on, lets get these civvies out of here."

Peter's sadness was replaced by a desire for vengeance. His eyes lit up in fury as he walked quickly away from his uncle's corpse. As he ran into a nearby alley, he took off his clothes and put on his gloves and mask. He jumped onto a wall and climbed up to the roof. He looked down the road, and saw three cop cars chasing what looked like Uncle Ben's car.

Spider-Man was in pursuit.

* * *

Spider-Man fired a web-line at the nearest building and started swinging towards the murderer. One line after another, he was nearly there. When he landed on the car roof, he punched his hand straight-through in an attempt to blind the driver. He pulled out his gun and shot through the roof multiple times, but thanks to his Spider-Sense, Spidey was able to dodge every round and jumped on top of a commercial truck. As the car was getting away, Spider-Man jumped a great distance onto the car hood and punched through the windshield, causing the driver to lose control and crash into the pier building. Spidey jumped out of the way just in time and headed in to finish the guy, with the police right behind him.

The carjacker was panting nervously. He thought he saw a shadow and attempted to shoot at it, but the gun made a click noise, indicating that he was out of ammo. He quickly reloaded, followed by shooting imaginary shadows in the darkness as the police boat's searchlight was looking for him.

"Who's there? Show yourself!"

Spider-Man descended from his web-line and walked up behind the killer. He grabbed him by the arms and slammed him into the windows of a locked door. Spidey then threw him into a pile of scrap-metal, causing him to drop his pistol. He then pulled out a knife, but Spidey was able to kick it into the ceiling. He then kicked the murderer by grabbing onto a broken pipe on the ceiling and sending him towards the window. He then tore off his mask to make the final blow, but the voice in the darkness said "Don't hurt me! Just give me a chance! JUST GIVE ME A CHANCE!"

Peter, in relentless fury, demanded "What about my uncle? Did you give _him_ a chance? Did you? ANSWER ME!"

He grabbed him by the collar of his shirt, and, from the reflection of the searchlight, saw his face.

The thief, the same thief that he let get away with the money, went and killed Uncle Ben. He could've stopped him, but he didn't. Now, he was paying the consequences.

The thief took this opportunity to make a sadistic laugh and pull out another gun, a revolver. He pointed it right between Peter's eyes and said "See ya."

Peter grabbed his arm and snapped it, causing him to drop his gun. In terror and pain, he backed up, pleading "No," and ended up tripping on a loose pipe on the floor, causing him to fall out the window to his death. Peter looked down and saw his corpse lie upon the pier, with a look of spite upon his face.

_You deserved it, you bastard._

The searchlight went to the thief's body, then up to the destroyed window, where the officer shouted through his mic, saying "Freeze! We got the place completely surrounded!"

Peter quickly snatched his mask and the gun (as a memento) and swung out the window before the police could catch him.

* * *

Peter sat on an eagle gargoyle atop of the Chrysler Building, wallowing in self-pity. He looked at the gun and opened it, counting 5 out of 6 shots in the current chamber. He realized that this was the gun that he used to kill Uncle Ben. He was so furious that he chucked the gun off the building and let it fall to the ground.

His uncle had died because he was selfish and reckless. All these powers, and he wasn't able to save him due to his actions. He picked up his mask and looked right into the eyes of Spider-Man, thinking about the last meaningful thing that Ben Parker had said to him.

"With great power comes great responsibility."

Peter realized what he had to do now. Looking at his costume as both a symbol of fear and hope, he would dedicate his life to fighting the criminals that flooded the streets of New York City. He wasn't any Iron Man, Captain America, Hulk, or Thor, but if there was one thing that he definitely was, he was Spider-Man.


	2. Part 2

_Chapter 13: The Kingpin of Crime_

Friday, 10:30 PM

Wilson Fisk, aka the Kingpin, was a crimelord who basically ran New York City. He was responsible for many of the day-to-day criminal activities, such as bank heists, drug deals, industrial espionage, and even the occasional mugging of a random citizen. Despite these illegal atrocities, the police and the DA don't have enough evidence to put him behind bars. Not that bars could hold him anyway, though.

The Kingpin looked like a large, fat man to most bystanders, but only 2% of his body-mass was fat. The rest was 296 pounds of pure muscle. Even without his brute force, he had a lot of police officers, judges, and investigators on his payroll, and his criminal empire grossed more than $1 billion dollars annually.

As he was smoking one of his favorite cigars, he looked out his office window and saw the city. It was a marvelous sight at night, and soon, if Hardy was competent enough, it would be all his officially. He had bribed many city politicians into helping him become mayor in exchange for certified government jobs, some going as far as the US Congress. While he was dreaming away at this idea, one of his top men, Mac Gargan, came into his office and said "Sir, we have a problem."

"Problem?" Fisk asked angrily. He was not one for bad news. "Is Daredevil attacking again?"

"No, nothing like that, sir. It's just..." Gargan looked about ready to cry.

"What? What happened?" Fisk demanded.

"Dennis Carradine is dead. He was pushed out of a window at the pier." Gargan started to sniffle a little.

"Carradine? Dear God, who did this?" Fisk was furious that one of his most trusted men was dead.

"I don't know for sure, but the police said that it was some guy in a costume. Red and blue, I think. They said he swung from these ropes that came from his wrists and that he could climb along walls. I didn't catch the real name, but the coppers were calling him 'Spider-Man'." Gargan said.

"Spider-Man, huh?" Fisk formed a devious payback plan. "Spread the word out. $500,000 for him dead, $1,000,000 alive, so I can teach him some manners personally about killing my men! Send Marko's and O'Hirn's men out looking for this clown!"

"Yes, sir!" Gargan said, then he walked out of the room so he could spread the word to the other lowlifes: kill Spider-Man.

* * *

_Chapter 14: Just Like Flies_

Monday, 8:00 AM

As Peter walked through the doors of Midtown, he could see eyes following him wherever he went. It hadn't taken long for the news of his uncle's death to spread at Midtown. Today, of all days, he didn't need any more ridicule. When he had come home and told Aunt May that Uncle Ben was shot, she was grieving so much over the loss of her husband that she didn't get out of bed all weekend, save the funeral. Peter was just as grieved, and they held the funeral on Sunday. It was a small funeral, but a good one all the same. In addition to the two Parkers, there was also Eddie, Felicia, Harry, Dr. Connors, Norman Osborn, and some friends of his aunt and uncle, including an electrician named Max Dillon.

"Hey, Parker." Flash came from around the corner. He didn't have his cronies or his usual pompous attitude with him, but Peter still felt bothered by his presence.

"Please go away, Flash. I'm not in the mood for this." Peter said, grabbing his calculus book.

"Parker, man, I just wanna ta-"

Peter had picked him up and slammed him against the back of the lockers and snapped "I said I'm not in the mood!"

"Okay, okay! Parker, look, your uncle died. I'm sorry." Flash said.

Peter let Flash go, but didn't bother to look him in the eyes and apologize for grabbing him. He hurried along to his class, but Felicia stood in the middle of the hallway, feeling extremely terrible for him.

"Peter," she said, her golden hair shining and her green doe eyes glimmering like sapphires. She gave Peter a nice, long, and comforting hug, something that made him feel much better. He wants to tell her how much he feels about her, but decides not to for her own safety, because Spider-Man will have enemies. Powerful enemies.

* * *

"Why hello there, General Slocum." said Dr. Harold Quest, CEO of Quest Aerospace. "How are you this evening?"

"Fine, Quest. Just fine. Now, are those exoskeleton designs ready for testing?" asked Slocum, getting out of his limousine.

"Yes sir. These things will make Stark's tech look like he just invented the wheel. Captain Curtis here is our top pilot. I'm sure he'll succeed."

"If it does what you claim it can, I'll sign that contract tomorrow morning." Slocum said.

"Very well. And what about your commitment to Oscorp?" Quest asked.

"Nothing would please me more than to see Norman Osborn put out of business." Slocum jested.

Just as the test began, Curtis was up in the air, testing out the flight capabilities, and a _bleep_ sounded on the sonar in both the bunker and the suit.

"We are picking up an unidentified flying object closing towards you." said the operator.

"What the hell is that?" Curtis asked.

"Can you see anything?"

Suddenly, an insane laughter filled the sky, followed by Curtis panicking. "Oh my God!"

A green rocket hit and completely obliterated the suit and Curtis. A figure on what looked like a giant glider shot two more of the green rockets directly at the bunker. Slocum gave off a terrified scream just before the bunker went up in smoke.

* * *

"Hurry it up!" The robber said, holding his shotgun up to the clerk. After putting all of the register's money in the duffle bag, he then took a honeybun from the counter and ran out the door, hoping to make his escape. Suddenly, a web latched on to him and suspended him from a lamppost. Spider-Man came and threw the duffle into the shop before swinging away. He then spotted a couple of gangsters beating up a kid who walked into the wrong neighborhood. He swung forward and knocked out each one cold with a single kick. After that, he saw an out of control subway car down below and pulled all the passengers off before it crashed.

More and more criminals were behind bars and honest citizens could now sleep safely at night knowing that Spider-Man would be there to protect them. However, not everyone had positive opinions about the friendly neighborhood wall-crawler.

* * *

_Chapter 15: The Daily Bugle_

Thursday, 3:00 PM

_"Who is Spider-Man?" _J. Jonah Jameson, publisher of _The Daily Bugle_, read off his newspaper. "He's a criminal, that's who he is! A vigilante. Public menace. What's he doing on my front page?"

Jameson was speaking to his head-staff standing in his office. Publisher's assistant Ted Hoffman poked his head through the door of his office and said "Mr. Jameson, we have a page 6 problem." Jameson replied by saying "We have a page 1 problem. Shut up."

Joe "Robbie" Robertson, the editor-in-chief, said "He's news, Jonah."

Hoffman popped in again. "They're really important clients. They can't wait."

"They're about to." Jameson replied.

"He pulled six people off that subway car." Robbie continued.

"Yeah," Jameson scoffed, lighting a cigar. "from a wreck he probably caused. Every time something goes wrong, he's there. Look at that." He pointed at the blurry image of Spider-Man swinging away. "He's fleeing the scene, what's that tell you?"

Betty Brant, Jameson's secretary, came in and said "Boss, your wife's on line 1 and wants to know if she should get the chintz or the shale for the dining room."

"Tell her whichever one's cheaper." he snapped.

"He's not fleeing," Robbie defended. "he's probably going to save somebody else. He's a hero!"

"Then why does he wear a mask, huh?" Jameson asked "What's he got to hide?"

"Probably trying to conceal his identity like the other superheroes." Robbie suggested.

Hoffman finally walked in and said "Please, sir. It's like this: we double-booked page 6, so see both Macy's and JC Penny's both have three quarters of the same-"

"We sold out four printings." Robbie interrupted.

"Sold out?" Jameson asked.

"Every copy." Robbie answered.

A light bulb lit up in Jameson's mind. "Tomorrow morning, Spider-Man, page 1, with a _decent _picture this time!" He turned to Hoffman. "Move JC Penny to page 7."

"Sir, there's a problem with page 7-"

"Then make it page 8 and give 'em 10% off... eh, make it 5%."

"That can't be done."

"Get outta here!"

Hoffman walked out of the room very quickly out of fear. Robbie continued. "The problem is that we can't get a good story or a decent picture. We can barely get a glimpse of him. Leeds has been at it for 2 days."

"Oh, what, is he shy? If we can get a picture of Julia Roberts in a thong, than we can certainly get a picture of _this _weirdo!" Jameson stood up and looked out his window. "Put an ad on the front page: Cash Money for a Picture of Spider-Man! If he doesn't want to be famous, then I'll make him infamous!"

* * *

_Chapter 16: Commencement_

Tuesday, 12:00 PM

Graduation Day had finally arrived. Peter had been looking forward to this day for as long as he could remember. While excited, he was more exhausted and sad than usual, mostly due to the loss of Uncle Ben and his recent activities as Spider-Man. He stayed out late, prying for any hint of criminal activity or citizens in distress. However, he tried to enjoy today as much as he could, because, truthfully, you can only graduate once.

"Here you go, Peter," Dr. Connors handed him his diploma and a sheet indicating his full-scholarship to ESU. "for your valiant effort. I expect great things to come from you. Congratulations."

"Thank you, Dr. Connors!" Peter said. He turned to find Harry with his diploma, saying "Hey Pete! Congrats! Listen, as a token of appreciation for helping me through school, my father decided to give you your own apartment down in East Village."

"Wow!" It seemed too good to be true to Peter. "Thanks, Harry! But, no, I can't accept this."

"No, please. We insist. Besides, you, me, and Eddie can bunk together. I just told him."

"Okay, thanks!" Peter called out as Harry walked away. He couldn't believe it. Norman Osborn had just given an entire apartment building to his son, a guy that helped him with studying, and his friend? _Get outta town..._

"Why hello there, Peter." said a voice.

Speak of the devil, and he shall appear. Norman Osborn, in his finest suit, had a smile upon his face. He said "The Science Award? That's excellent! I won that myself when I was your age."

He placed his hand on Peter's shoulder. "Listen, I know it's been a difficult time for you, but I want you to enjoy this day. Commencement: the end of one thing, the start of something new. Through the years, you and Harry have been friends and you two always had each others' backs. You're like a brother to him. That makes you family. And if you ever need anything, just give me a call." Norman smiled again and then walked towards his son.

"Okay." Peter said. He then noticed Felicia in a crowd of students. She was talking with her friends about their college plans and what careers they would pursue. After a few minutes, she waved goodbye to them and headed for Peter. "Hey," she said. "You got a scholarship, too?"

"Yes, I did." Peter said. "So, listen, uh, I'm not doing anything Friday, so if you still want to do that movie, then we can go."

"Sure thing. Friday, you said?" Felicia asked.

"Yeah, sure." Peter said.

"Okay, see you then." She walked away smiling.

_Yes! _Peter thought. _I finally got a date with her!_

* * *

Dr. Ratha walked into the genetics lab. He noticed his colleague, Dr. Connors, standing near the incubator, looking at a mouse. Ratha walked forward and said "Ah, Dr. Connors. How goes the research?"

"Come see for yourself." Connors told him.

Ratha looked in the incubator and saw Freddie, the three-legged mouse, walking on all-fours. Astonished, he asked "How were you able to do this?"

"The Decay-Rate Algorithm. I finally solved it!" Connors exclaimed.

"Did _he _come and help you?" Ratha asked.

"No, he did not. I've told you hundreds of times that I don't know where he is." Connors snapped.

"You don't know or you don't want to know?" Ratha said.

"Listen, the point is that we finally have a success!"

"Because of Peter?"

Connors was looking infuriated at this point. "How did you know that?"

"Not much gets by Oscorp Security Systems." Ratha gloated. "Also, time is running out. We need to start human testing immediately, or else we'll both lose our heads."

"They're not ready, Rajit."

"You said you were close." Ratha inquired.

"Yes, but it's going to take time." Connors responded.

"We no longer have the luxury of time. We have 10 days to start human testing. Goodbye, Curt." As he walked away, Ratha turned his head and said "Did you tell him anything about his father?"

"No." Connors answered.

"Good, because you know what would've happened if you did."

Connors shivered at this comment. He didn't like to think about what Oscorp would do to Peter, let alone him.

* * *

_Chapter 17: Pictures_

Thursday, 1:30 AM

Yesterday, Peter read the front page of _The Bugle_ and saw a chance for a cash-reward for pictures of Spider-Man. Knowing what little chance others had of getting a clear shot and his own acrobatic skills, Peter went downstairs and found an old camera that he could use. Now all he needed to do is find the right crime...

Spider-Man had just overheard a police report on a robbery taking place at St. Gabriel's Bank. They said something about a guy with a yellow-cushioned jumpsuit and gauntlets with the name of "Schultz." He swung over to the scene and saw police officers trying to shoot the guy. Schultz raised his arm forward, and a huge concussive blast threw the SWAT vans and police cars over the street.

"Nobody messes with the Shocker!" Schultz said.

Spidey took this opportunity to snap a few pictures, then webbed it to a nearby lamppost set on a timer. He swung towards Shocker and kicked him off his feet.

"Who the hell are you?" Shocker asked.

"I'm Spider-Man. And you are? No wait, let me guess: Quilt-Man? Padded-Pete? Mr. Triple-Ply? Oh wait! I got it: The Cushion!" he mocked.

"I'm the Shocker, Bug-Boy. I'd tell you not to forget it, but you're not gonna be around much longer to remember it anyway!" Shocker fired another blast at Spidey, but he was able to dodge it. He fired more, but he just kept dodging.

"Hold still, you little bug!"

Spider-Man used his webs to jam Shocker's blasts, then punched him a few times until he was unconscious. The police around him cheered, and he said "Another heist foiled thanks to your friendly-neighborhood Spider-Man!" Spidey zipped up to the lamp and got the camera, and actually got some pretty decent photos of himself.

"I'll bet Jameson will be happy when he sees these!"

* * *

Peter walked into the offices of _The Daily Bugle_, where he saw reporters and journalists on their computers, in staff meetings, or hurrying along to get to the latest scoop. He saw the editor-in-chief at his desk and said "Hello, Mr..."

"Robertson, but everyone calls me Robbie." he said.

"Nice to meet you, Robbie." Peter said. "Listen, my name is Peter Parker and I'm here about those pictures of Spider-Man."

"Then you better talk to Mr. Jameson about that." he replied. "But watch out for him, though. He's in kind of a mood today."

Peter could hear Robbie tremble a little in his voice. He knew now that Jameson was not a man to be messed with. He said "Okay, thanks Robbie."

"Good luck."

Peter then walked into the publisher's office and found J. Jonah Jameson shouting into his phone.

"Are you deaf? You bring me that story by tomorrow morning, or your fired!"

Peter sheepishly asked "Uh, Mr. Jameson, sir?"

Jameson turned to face Peter and demanded "Who the hell are you?"

"I'm Peter Parker, and I'm here about those pictures of Spider-Man." he told him, then held the pictures out for him.

"Give me those." Jameson looked through each one, then said "They're crap. Crap, crap, mega-crap. I'll give you $200 bucks for all of them."

"That seems a little low." Peter argued.

"Then take 'em somewhere else then." Jameson said. As Peter walked out the door in disappointment, he said "Wait, wait. I'll give you $300. It's a standard freelance fee."

"Thanks, Mr. Jameson. I'd like a job, sir." Peter stated.

"A job? No, freelance. Best thing in the world for a kid your age." he said. "Now, give this to the girl up front, and she'll see that you get paid."

After Jameson wrote Peter's check, Robbie walked in and asked "What should the headline be, Jonah?"

"_Spider-Man: Hero or Menace? Exclusive Daily Bugle Photos-"_

Peter cut him off. "Menace? But he stopped the Shocker from-"

Now it was Jameson's turn to interrupt. "Hey, listen, you take the pictures and I make up the headlines. Alright? Is that okay with you?"

"Yes, sir." Peter mumbled.

"Goodie. And don't forget that I never said you have a job! Meat. I'll send you a nice box of Christmas meat. Bring me more photos, kid." Jameson ushered Peter out the door.

_What's his problem? _Peter asked himself.

"Hi," he saw Jameson's secretary outside the office door. "Mr. Jameson told me to give this to you."

"Alright," she said, grabbing the check. She started to smile and said "Welcome to _The Daily Bugle_."

"Thank you." Peter said, charmed by this woman's personality but still holding his obligations to Felicia. "I'm Peter Parker. And you?"

"Betty Brant." she said. "Nice to meet you."

"I'm a photographer." he said awkwardly.

"Yes, I can see that." Betty said, observing the camera around Peter's neck.

_My first real paycheck! _Peter was so joyed at this. He had never had a real job, and was happy that he finally had money of his own. _Now, I need to take more pictures soon if I want a steady pay. I can_ _take Felicia out on dates, save money for college stuff, help Aunt May with the mortgage..._

He stopped for a moment and remembered that his aunt had trouble managing money without his uncle. _What am I doing? I'm thinking about myself when I should be focused on helping Aunt May pay her bills. It's bad enough that I'm the one responsible for Uncle Ben's death, but what's the point of being Spider-Man if I'm not even helping those close to me?_

Peter later gave $225 dollars to his aunt and kept the remaining $75 for himself. He was going to need it for his date with Felicia tomorrow.

* * *

_Chapter 18: Rise of The Lizard_

Friday, 6:30 PM

Dr. Smythe hurried into the physics lab and saw Dr. Warren focused on a new fusion-based project with Dr. Octavius. Feeling it necessary to tell Warren what just happened, Smythe said "Dr. Warren? I need to talk to you about something. It's urgent."

"Alright," Warren responded. He turned to his colleague and said "We'll continue this later, Otto." After Octavius left the room, Warren asked "What's the matter, Smythe?"

"Well, sir, I have good news and bad news. Which one would you like to hear first?" Smythe asked.

"The good, I suppose." he sighed.

"The good news is that the former unsuccessful tests in both cross-species genetics and human performance-enhancers have been corrected. By combining feline DNA with the serum, it proved to not only make the subject stronger, but also removed each others' side-effects completely. For example, the violence and insanity shown from using the serum have been eliminated as well as the DNA not taking control the subject's mind. A truly marvelous success!"

"And the bad news, Dr. Smythe?" Warren asked bitterly.

"Well, we only made the one vial, and someone broke in and stole it." Smythe timidly said.

Warren let out a heavy sigh, and said "And this serum can make anyone stronger than even Captain America..."

"Should we make some more, sir?" Smythe asked.

"No." Warren raised his voice. "You are to tell _no one_ about this. Not even Osborn. Stop the cross-species genetics and super-soldier work immediately. Go and inform Ratha and Connors that their department is closed and they can request to transfer to another."

"Yes, sir." Smythe said, and off he went to inform Ratha.

* * *

Ratha had just finished a private conversation with Dr. Smythe, and he went into Dr. Connors' office. He said "We need to start human testing tonight, Curt. They're shutting us down."

"Huh? But, why?" Connors asked, dumbfounded.

"Smythe said that we need a human trial done tonight, or we're done." He noticed one of the vials of lizard DNA sitting on his desk, and Connors' eyes followed.

"Human trials? Where on earth are you going to find the people to volunteer?" Connors asked.

"As far as anyone is concerned, it's for a flu-shot. I think the Veteran's Hospital is a good place to start." Ratha suggested.

"You've got to be kidding me." Connors exasperated.

"You know what? I don't think I am." Ratha said. As Connors was walking out the door, Ratha grabbed him at the stump of his arm and said "It's a little late for shock and indignation, Curt. About 18 years too late."

"I have no idea what you're talking about." Connors said.

"Richard Parker wore it well. On you, it's a cheap suit, as it was then."

"I had nothing to do with that." Connors defended.

"Is that what you told his son, Peter?" Ratha asked.

Connors hesitated for a moment. "I don't know what you're saying."

"You don't know? Or you don't want to know?" Ratha asked the second time around, now making Connors truly realize how it impacted him, and he gave a scornful look.

"I'll remind you what happened. Parker said just about the same thing then that you are saying now. The clock is ticking, Dr. Connors." Ratha was almost mencacing.

Connors thought it through for a moment, thinking about the advantages and the consequences. Finally, he said "I, uh... I won't."

Ratha looked shocked for a moment, then said "Fine." He picked up one of the vials and put it in his pocket. "The formula is ours now, anyway. Say goodbye to that arm you've always dreamed of. They're shutting you down. Have your office cleared out by the morning. You're toys can be taken away too, you know. Goodbye, Freddie."

As he walked out of his office, Connors became furious at Ratha. _Fire me? This is my life's work! I'm the one who created the formula!_

* * *

Connors looked around his lab for what seemed like the last time and saw a clear container with the Ganali Device, an instrument used to spread a vaccine or a lethal gas across an entire city. He saw his reflection in the glass, then put his left arm next to it to give the illusion that he had both. He smiled at this, and then realized what he had to do now. Connors sat in a chair in the lab, put the serum into a syringe, rolled up his sleeve to reveal his stump, and injected the serum into his veins. He instantly felt pain spread across his body, followed by seizures. He was then rendered unconscious with his head on the table.

He was out for around a half-hour. When he awoke, Connors put his left arm on the table and preceded to pull his stump up as well, but felt something blocking him from doing so. He moved his stump back and found an arm attached to him. It was covered in green scales that looked like it was starting to shed. Hastily, Connors began to peel the skin off and it revealed a hand, moist and covered in sticky goo. Connors began to laugh in joy as he saw his new arm. Peter's decay-rate algorithm had worked!

He realized he needed to call Ratha to tell him about this marvelous discovery. He picked up the phone and started dialing with his new hand, feeling as normal as if it were his other.

"Emma, it's Curt." Connors had called Ratha's assistant. "Is he there?"

"I'm afraid not, Doctor. A car is taking him over to the Veteran's Hospital in Brooklyn." she said.

Connors stammered and said "N-no-no he can't- Emma, y-you have to stop him-"

He felt a sudden headache come on, and Emma continued. "I would, but I always lose him when he's on the bridge. I'll have Dr. Ratha return your call as soon as possible."

Connors dropped the phone and began staggering around in sudden pain. He felt it spread across his body, and soon he found himself on the floor. When he managed to get up, he grabbed a coat and walked down to the lobby and entered the nearest taxi.

In pain, Connors said to the driver "I'm going to Houlton Avenue across the river. I'm in a bit of a hurry."

He looked at his new hand and saw it becoming green and scaly, along with claws protruding from his fingernails.

"Okay," the driver said. "Do you want me to take the tunnel or the bridge-"

"Bridge! T-take the bridge." Connors said, then his glasses dropped from his face and he let out a painful scream.

"Are you alright back there?" the driver asked, looking back at Connors' face. "You tweaking, man?"

Green, scaly patches started forming on Connors' face. Angrily, he said "_Jussst.__ Drive._"

"Okay, then." the driver said nervously, and started heading for the Brooklyn Bridge.

* * *

Spider-Man was swinging through the streets, having just stopped a minor jewelry store robbery, when he looked at his phone and saw that it was nearly 7:30. He was running out of time.

_Jesus! If I don't hurry up, I'll be late for my date with Felicia._

Suddenly, a large explosion sounded over from the Brooklyn Bridge. Spidey swung over to make sure that everyone was alright. When he arrived, he saw something push it's way through the cars that looked like a giant dinosaur, but when he got closer, he realized that it was a giant lizard.

* * *

Ratha, who was in his limousine in the middle of a traffic jam, saw people getting out of their cars and running away from something. He leaned forward and asked the driver "Leonard, could you please find out what's going on?" Grudgingly, Leonard got out of the car and walked behind to see the commotion, then he ran away in terror, leaving Ratha by himself. The car behind him rammed into the rear bumper and the car to his left had pushed it to the railing of the bridge, blocking both doors and leaving Ratha trapped. "Excellent." he said sarcastically. He heard a monstrous shout and turned to see the giant lizard.

"Help! Someone!" Ratha screamed.

* * *

Connors' serum had transformed him into a giant lizard. His body had become humongous and covered in green scales. He had a wide snout, sharp teeth, no hair, both arms, razor claws, and a large tail to boot. His clothes had been completely shredded, except for his tattered labcoat and pants. He began to throw cars over the edge as he neared the limo, but Spider-Man swung in just in time to catch the cars with his webbing. The Lizard then started clawing his way through the roof of the car, and managed to get his arm through in an attempt to behead Ratha. Failing to successfully kill him, the Lizard picked up the limo and planned to throw him into the Hudson River. Luckily for him, Spider-Man swung in yelling "Incoming!" and kicked the Lizard to the ground. Ratha's car fell, and Spider-Man caught it with his webbing. Unfortunately, the serum fell out of Ratha's jacket and into the Hudson, and he slammed his head against the windshield.

After securing all of the cars, Spider-Man looked around for any trace of the Lizard, but there was no sign of him. Frustrated, he looked at his phone again, and it said 7:53.

_Oh crap! I'm gonna be late!_

* * *

As Peter changed back into his regular clothes in the alley behind the theater, he looked at the time again and it said 7:58.

_Felicia's not going to be happy._

"Hey, Felicia!" Peter said, running down the sidewalk to meet up with Felicia. "Sorry I'm late, but I had a... traffic problem."

"It's alright, Pete. Now, let's hurry before it starts." she said.

Peter felt a little guilty for almost blowing off his first date, but dozens of innocent people would be dead if he didn't. He wants to let Felicia know and understand what was going on, but he just can't put her at risk like that, not as long as New York needs Spider-Man. Throughout the movie, the only thing that Peter could really focus on was the giant lizard that had caused the rampage. He had never seen anything like it. He needed to stop whatever it was, and he knew just the person to ask.

* * *

As the Lizard made his way into the New York sewer system, the formula was beginning to wear off. The scaly-green patches turned back into human skin, the hair grew back, the claws turned back into nails, his body shrunk back into human size, and the tail and arm fell off. Curt Connors fell face-first into the sewage water, then lifted his head up, gasping for breath. While his body returned back to normal, his brain was still affected by the serum. He realized that humans were weak and simple-minded. With this formula, everyone would be stronger, faster, and smarter. He also realized that his sole purpose was no longer about a world without weakness, but about finding perfection.

_I can save them. _Connors thought. _I can cure them!_

He walked down the sewage line, holding on to the tattered bits of his coat and pants, and discovered what looked like an abandoned workspace meant for electrical engineers. Connors then saw a lounge of lizards spread around him. Somehow, he could hear their whispers, and assumed that he could speak back. When one lizard asked him "What do you think of our home?", Connors said, aloud, "Beautiful."

* * *

_Chapter 19: Hardy's Success_

Friday, 9:00 PM

Walter Hardy came back from what he thought was the greatest heist of his career, but also his last. He used this time when Felicia was on her date with the Parker boy to break into Oscorp and steal the super-soldier serum for Fisk.

Running the vial through his hands over and over again, he was overwhelmed by his easy success. But then, he wondered whether or not he should give this to Fisk. Anyone with this kind of power could rule New York, and Fisk pretty much ran it already. He also thought about using it on himself, so he could have that kind of power and easily defeat the Kingpin so that he'd never touch him or Felicia ever again. But, running every possibility through his head, he couldn't take any risk that would jeopardize her safety. Fisk said that this would be the last time and he wouldn't even tip his hat to him or Felicia ever again.

Hardy placed the serum under his bed, until next Friday came and it was time to make the delivery.

* * *

_Chapter 20: The World Unity Festival_

Saturday, 9:00 AM

Norman Osborn was in a pleasant mood today, the same mood over the past two weeks. Minus the fact of Dr. Stromm's death, the company was doing exceptionally well. He sat down in his personal chair to break the good news to the Board of Directors.

"As of today," Osborn began. "Oscorp Industries has become the principle supplier to the United States Military. In short, ladies and gentlemen, costs are down, revenues are up, and our stock has never been higher."

Henry Balkan, head of medicine, spoke up and said "Wonderful news, Norman. Wonderful. Which is the reason why we're selling the company."

The smile Osborn had carried with him suddenly vanished and he, dumbfounded, asked "What?"

Balkan continued. "Norman, Quest decided to re-capitalize in the wake of the bombing. They're growing now. Expanding. And they made a tender offer that we can't ignore."

"How much?" Osborn asked.

Maximilian Fargas, head of defense, spoke now. "$25 billion dollars. The deal goes off if you go with it. The board expects your resignation in 30 days. We're announcing the sale after the Unity Festival."

Osborn was shocked and furious at his closest workers. _$25 billion? The company is worth $200 billion! This is all a bureaucratic attempt for them to get a quick buck!_

Out loud, Osborn said. "You can't do this to me. I-I started this company." After ten seconds, no response came. He was ready to say what he felt now. "DO YOU KNOW HOW MUCH I'VE SACRIFICED?"

The board members looked absolutely shocked at their CEO's sudden outburst of anger. After calming down, Osborn turned to Fargas and said "Oh, Max. Please!"

"Norman," Fargas said, a solemn expression on his face. "the board is unanimous. I'm sorry."

"You're out, Norman." Balkan said coldly.

Osborn, wiping the spit off his lip, quietly said "Am I?"

* * *

"Parker!" Jameson shouted out into the work area. "Get in here!"

Peter hesitantly walked into Jameson's office, and then asked "What's the matter, Mr. Jameson?"

"Why didn't you get pictures of Spider-Man and the Lizard on Brooklyn Bridge last night?"

"I wasn't anywhere near the bridge." Peter said. "You can't just expect me to take pictures of Spider-Man everywhere I go. I had a date."

"Dates! Whenever something important comes up, you kids just screw around with whatever you do these days! The only reason why I pay you is because you're the only person who can get clear photos of this whacko!" Jameson spat.

"If there's any way that I can make up for it, sir, I'll do it." Peter said.

"Very well. I need you to go to the World Unity Festival in Times Square today. Our other photographers are all out on their assignments, so you're the only one available. But if you don't get me some decent shots, then you're fired!" Jameson boomed.

"Alright, Mr. Jameson. I won't let you down." Peter said.

* * *

"Ladies and gentlemen, welcome to Oscorp's World Unity Festival! We hope you all enjoy yourselves today!"

As the announcement came, Peter started taking pictures of the people and events around him. There were many multicultural aspects to enjoy, such as people, clothes, food, music, and customs. As he turned to take some more pictures, he saw two women reading a copy of _The Bugle _titled "Big Apple Dreads Spider-Bite!" Peter always became upset when he saw these false accusations of him and wished that Jameson would start printing the truth about his good deeds. He turned away to see the stage performance being shown, and he saw Felicia standing in the crowd, wearing an elegant, blue-silk dress.

Peter walked over, tapped her on the shoulder, and asked "Guess who?" Felicia turned to face Peter and she began to laugh a little.

"Hey, Peter! What're you doing here? _Please _tell me that you're not stalking me." Felicia jokingly asked.

"What? No, never. I'm here on assignment for _The Bugle_. Anyway, how are you?"

"I'm good. Hey listen, soon I'm going to audition for a Broadway show. I don't know which one, but I'm going to try anyway."

"Really?" Peter asked. "That great! I hope you make the cut!"

"Thanks, Pete. See you around!"

"You too. Thanks."

* * *

Harry looked at his watch again. _He should be here by now._

He turned to Mr. Fargas and said "Have you seen my father anywhere, Mr. Fargas?"

"Oh, well, I'm not sure that he's coming today." Fargas answered.

Harry let out a heavy sigh. He was used to his father overworking, but he would never miss a corporate festival like this. He placed his hands on the ledge of the balcony overlooking the party. Disappointed with his father's lateness, he turned when a voice from behind said "Hey Harry. How are you?" Harry turned around to find that the voice was Felicia Hardy, Peter's girlfriend.

"Hey Felicia. Is Peter with you?"

"Well, I just ran into him outside. He's taking pictures." she said.

"I'm glad that _someone _could make it." he said. "I really hope my father comes soon."

As Harry looked below, he could see Peter looking up at him and Felicia. He could tell that he wasn't too happy with what this looked like.

* * *

Peter's Spider-Sense came like wildfire. He looked around and above him and saw something fly through the air. When it got closer, it looked like a man on a glider. The people cheered as he flew around the festival, while the Oscorp Board members looked in horror.

"That's our glider!" Balkan said, observing the scene from his pocket telescope.

The Spider-Sense tingled again, and the man gave a maniacal laugh and threw an orange sphere into the lower windows of the building, which then exploded. The entire building shook and the windows blew out with roaring fires venting out. Debris started falling onto the crowd below. The balcony became unstable and nearly gave way, with one large portion broken off and barely attached to the rest. Without anyone noticing, Peter shot out two web lines and pulled two people away from the falling debris. The rest started running around screaming, trying to escape the danger.

Peter heard a scream come from above, and he recognized it to be Felicia's. She was on the loose section of the balcony, screaming "Oh my God! Someone help me!"

_No! Felicia!_

Peter ran off from the crowd, taking off his clothes and changing into Spider-Man. While doing so, the man flew around again, holding another one of the orange bombs. He was wearing a metallic, emerald-green flight suit and body armor, covering his entire body. On his head, he wore an elongated helmet/mask with pointed ears, silver teeth at the mouth area (also showing his real mouth), and large, rounded, yellow eyes. As he threw the bomb at the board members, he said "Out, am I?" Before the members could process what he had said, the bomb, which released a small amount of lethal radiation, had detonated and turned them into skeletons. A small piece of debris landed on Harry's head and knocked him out cold. As the figure turned from his handiwork, he looked over at Felicia and said "Hello, my dear."

Felicia screamed in terror, but just then Spider-Man swung in and kicked the man off his glider, causing him to fall on the bounce house set up. The glider, meanwhile, went through a giant balloon of the Earth and came out the other end. As it was deflating, the balloon started falling and pushing the sign for the festival down towards the crowd. Spider-Man swung over and stopped the sign from falling using his webs.

Just after that, the man got up from the now-deflated castle, groaning. The police had shown up, with the sergeant holding up his gun and saying "Hold it right there!" The man then said "I surrender!" and held up his hands. Spider-Man knew this cliché, where the bad guy makes you think he's surrendered but is really planning to turn the tables on you, and said "Oh, boy." As the sergeant holstered his pistol and reached for his handcuffs, the man took a swing at him and knocked him far, the same being said with the other officers. Spider-Man leaped forward to stop him, but the man caught his punch and said "Impressive!" He then kicked Spidey through two dessert tables and a table of champagne glasses, and he landed on a lamppost, which broke under his force and hit a bystander when it fell.

The glider came back to it's master, and the man got on and circled back towards Spider-Man. He got up and started running away from the glider, which then had exposed two machine guns that started firing at him. After failing to gun him down, the man fired a rocket from his glider at Spider-Man. He avoided the rocket's impact by attaching a web line to a nearby balloon. When he was atop of the balloon, he heard Felicia screaming "Help! Someone, please help me!" The balcony had started to crack a little more. Spider-Man jumped across the multiple balloons until he was a jump away from the balcony. As he was jumping the gap, the man had come from behind him and flew him into the glass window above. He started smashing his head against the bars and glass until Spider-Man elbowed the man in the head twice. When he managed to get behind him, he tried pulling him off the glider, but he had elbowed him in the chest and made him fall onto the balcony. He flipped up and told Felicia "Hold on!" She said "Watch out!" and the man was going to shoot them both. Quickly thinking, Spider-Man webbed up the turrets and the mask, causing the guns to jam and the man to become blinded. Spidey took this opportunity to rip out a critical part of the glider's functioning system. As the man's damaged glider flew away, he could hear him say "We'll meet again, Spider-Man!"

Right as he said this, the balcony had finally given way and Felicia fell, screaming. Spider-Man dropped down after her and caught her in his arms, then attached a web line to another building so he could swing. He went a couple of blocks away, trying to make sure he had lost the man's trail. After he was sure he was gone, Spider-Man had set her down in Central Park.

"Well, it beats taking the subway." Spider-Man said. "See you around."

As he was prepping to swing away, Felicia placed an arm in front of him and said "Wait! Who are you?"

"You know who I am." he said.

"I do?" she asked.

"Your friendly neighborhood Spider-Man!" He swung away, leaving Felicia in amazement and himself shouting "WOO-HOO!"

* * *

_Chapter 21: The Offer_

Sunday, 9:00 AM

Norman Osborn had woken up in his mansion and picked up today's addition of _The Daily Bugle. _As he was pouring himself some whiskey to wake him up, Osborn heard a maniacal laugh echo through his home. Timidly, he asked "Is somebody there?"

"Somebody."

Osborn gasped at the unfamiliar voice. "Who said that?"

"Don't play innocent with me." said the voice. "You've known all along!"

"Where are you?" Osborn asked.

"Follow the cold shiver running down your spine."

Osborn looked around and saw his large collection of masks, trying to determine where this person was. Finally, the voice said "I'm right here!" Osborn turned to find himself in the mirror, saying "I don't understand."

He saw himself walk forward, saying "Did you think it was coincidence? So many good things happening for you. All for you!" "He" raised his glass, saying "Norman!", and gulped the whiskey followed by throwing the glass on the floor.

This was all so strange. Osborn knew that it was his body moving and saying these things, but it didn't feel like it was him. Nervously, he asked "What do you want?"

"Osborn" said "To say what you won't. To do what you can't. To remove those in your way!" "He" raised the newspaper, and Osborn turned around and read the front page "Oh my God. The Board members. You killed them." Turning his head back to face "him," "he" said "_We _killed them!"

Osborn was terrified and asked "We?"

"Remember?" "Osborn" said. "Your little accident in the laboratory?"

Osborn remembered what had happened now. The serum, Dr. Stromm, the bunker, the balcony, all of it. He said "The performance-enhancers!"

"Bingo." "Osborn" said. "Me, your greatest creation, bringing you what you've always wanted: power, beyond your wildest dreams, and it's _only _the beginning!" Osborn began panting and backed up slowly. "He" continued, saying "There's only one who can stop us. Or, imagine if he joined us!"

"Osborn" gave a maniacal laugh and grin, and Osborn knew who he was talking about: Spider-Man.

* * *

As Jameson was looking at the photos that Peter took at the festival, he closely observed the man on the glider and said "_Spider-Man and the Green Goblin_. Green Goblin, do you like that, Parker? All these weirdos gotta have a name now. "

Peter was taken aback and said "Mr. Jameson, Spider-"

"Hoffman!" Jameson had picked up his phone just as Hoffman walked in.

"Yeah?"

Setting the phone down, he said "Call the Patent Office, copyright the name 'Green Goblin,' and I want a quarter every time somebody says it!"

"How about 'Green Meanie'?" Hoffman suggested.

Jameson pointed his finger towards the door and Hoffman left. Peter continued and said "Spider-Man wasn't attacking the city. He was trying to save it. That's slander!"

"It is not!" Jameson said. "I resent that. Slander is spoken. In print, it's libel."

"You don't trust anyone, that's your problem." Peter accused.

"I trust my barber." Jameson said. As Peter let out a heavy sigh, Jameson threw his cigar out the window and said "What are you, his lawyer? Get outta here! For God's sakes, just let him sue me and get rich like a normal person! That's what made this country-"

His cigar landed right back on his desk. Jameson eyed it, until a big explosion came and blew him and Peter across the room. The Goblin flew in on his glider and grabbed Jameson by the throat, and Peter made his escape. Lifting him up, Goblin said "Jameson, you swine! Who's the photographer who takes the pictures of Spider-Man?"

Jameson, while cold and bitter to most people, was still concerned with Peter's safety, so he said "I don't know who he is! His stuff comes in the mail-"

"YOUR LYING!" Goblin shouted.

"I swear!" Jameson begged.

"He's the one that can bring me to him!" Goblin spat.

"I don't know who he is!" Jameson persisted.

"You are useless!" Goblin said, pulling his fist back.

"Set him down, tough guy!" Spider-Man said, hanging upside-down from a web.

"Speak of the devil!" Goblin shouted as he dropped Jameson.

"Spider-Man!" Jameson said. "I _knew _you two were in this together! I-"

Spider-Man had shot webbing at his mouth to keep him from speaking and said "Hey kiddo! Let Mom and Dad talk for a minute, will ya?"

Goblin extended his arms forward and said "_Sleeeeeeeep_." A gas came out of the wrists of his suit, and Spider-Man began to feel drowsy and exhausted. He let go of his web, and started falling to the ground, but the Goblin flew under him and caught him just in time. He then touched down on a nearby rooftop and waited for him to wake up.

* * *

"_Wake up, little_ _Spider."_

Several hours later, Spider-Man woke up to this sound.

_"Wake up. No, you're not dead- yet. Just paralyzed. Temporarily."_

Spidey opened his eyes, but felt that he lacked the energy to move his body. Then, he saw the Green Goblin, standing in front of him.

"You're an amazing creature, Spider-Man." His yellow eyes lifted themselves up to reveal menacing brown eyes. "You and I are not so different."

"I'm not like you," Spider-Man spoke up. "You're a murderer."

"Well," the Goblin said. "to each his own. I chose my path, and you chose the way of the hero. And they found you amusing for a while, the people of this city. But the one thing they love more than a hero, is to see a hero fail. Fall. Die trying. In spite of everything you've done for them, eventually they will hate you. Why bother?"

"Because it's right." Spider-Man said.

Goblin walked over and rested his hand upon Spider-Man's head, saying "Here's the real truth: There are 8 million people in this city, and those teeming masses exist for the sole purpose of lifting the few exceptional individuals onto their shoulders!" He nudged his elbow at Spider-Man's shoulder and said "You and me, we're exceptional."

Goblin grabbed him by his chin and said "I could squash you like a bug right now, but I'm offering you a choice. Join me, and imagine what we could accomplish together. What we could create." He let go and paced on the rooftop. "Or we could destroy! Cause the deaths of countless citizens in selfish battles again and again and again and _again _until we're both dead! Is that what you want?"

His glider landed on the roof, and Goblin jumped on. After closing the eyelids, he said "Think about it, _hero_!" and flew away. Spider-Man lacked the strength to pursue him, but knew that he needed to be stopped before he hurt anyone else.

_First it was seismic gauntlets, then giant lizards, now murderous goblins? _Spider-Man thought. _What has my life come to?_

* * *

_Chapter 22: Loose Ends_

Wednesday, 1:00 PM

Peter got out of the taxi, opened the trunk, pulled out his bags, paid the driver, and walked towards his new home. It was a privately-owned apartment complex that was owned by Norman Osborn and given to his son and two friends as a graduation gift. As he neared the entrance, he was greeted by Harry and Eddie, who seemed to have already moved in, judging from the fact that they weren't carrying anything.

"Hey, Pete! How's it going?" Eddie asked.

"It's going alright." Peter said. "So, this is the place?"

"Yes," Harry said. "My father took the liberty of having furniture moved in for us already. So we'll settle in and my butler Bernard will make us some grub."

"Okay." Peter said, and the friends entered the building together.

* * *

When they opened their apartment door, they saw a cozy-looking living room in front and a small kitchen to the side. Norman Osborn was standing in the kitchen and said "Welcome, boys! I hope you find the place to your liking."

"This place is amazing!" Eddie said, looking at the glass chandelier.

"Oh, it's nothing." Norman said modestly. "Now, once you three are settled in, I'll have Bernard make us some pot-roast."

"Okay." they said.

Peter felt his Spider-Sense go off, but he didn't see any danger. And yet it felt as if it were looking him in the eyes. He brushed this feeling off when he went to unpack his belongings, but it had still bothered him even after they all went to sleep.

* * *

Friday had finally came.

Walter Hardy was making his way across the rooftops of Manhattan, looking out for any sign of the police or that "Spider-Man" he kept hearing about. But the thing that Hardy was mostly afraid of was the Kingpin. He demanded that the serum be brought to him by tonight, or he would kill both him and Felicia. Hardy felt that he had to protect his daughter from his life of crime in every way possible, no matter the consequences. As he made it through the doorway of Fisk Tower, Hardy climbed his way up the flights of stairs that led to his personal office.

"Fisk," he said as he opened the door. "I got what you want. Now what about your end of the bargain?"

Fisk had turned his large office chair to face Hardy and said "Why, hello there, Walter. Let's be sure that this is indeed what I asked for."

Hardy tossed him the vial and Fisk caught it in his big, beefy hand. "Oscorp: #381094, Status: Stable." Fisk read aloud. "This better be the one, Hardy."

"I can guarantee that it is." Hardy said. "Well? What about our deal?"

"You can leave." Fisk said, examining the serum. "I'll call you in the morning."

Hardy then made his way onto the elevator to return home, but when the door opened, Flint Marko and Alex O'Hirn were standing there, waiting, and pointing two AK47s right at him.

"Oh shit." Hardy said.

Marko and O'Hirn fired into him, hitting him multiple times in the chest and stomach. When their magazines were empty, Hardy was mortally-wounded, but still gasping for breath.

Fisk walked in front of Hardy just as he collapsed, with the men at his sides. Almost amusingly, he said "Did you think that you can just leave the criminal life like that?"

"_We... we had a... deal..." _Hardy uttered with what strength he had left.

"I'm sorry it had to come to this, Walter." Fisk said. "It's nothing personal. Simply business."

Fisk pulled out a magnum revolver from his white jacket, cocked the hammer, and pulled the trigger.

"Should we go and get the girl now, boss?" Marko asked.

"No." Fisk said, holstering his gun. "Let her come to us. She might be the one we need. If we're successful, we can rid ourselves of that Spider-Man and have New York bowing before us."

"Sure thing, boss." Marko said, and he and O'Hirn started dragging Hardy's bullet-ridden corpse away.

"What a mess." Fisk said, observing the pool of blood on the floor.

* * *

_Chapter 23: Felicia's Fury_

Saturday, 7:00 PM

Peter had made arrangements with Felicia so that he would take her out to dinner. Despite recent events with the Lizard, Green Goblin, and Jameson shouting in his face every five seconds, Peter felt that this was his time to truly relax. He still couldn't figure out why his Spider-Sense was bugging him so much, or when Dr. Connors would be back from his trip so he could talk about catching the Lizard, but he needed a break from crime-fighting for at least a few hours.

Peter pulled out his cellphone and dialed Felicia's number. When she picked up, she said "Hey, Peter. Are you on your way?"

"I'm heading out the door right now." Peter said. Using his recent paychecks and (much) generosity from Norman and Harry, he was able to afford a low-budget moped that he could use to get around town. Not near as fast as web-swinging, but it was more discreet for when he had to go places as Peter Parker where Spider-Man could not.

"So, how are you, Party-Hardy?" Peter asked.

"I'm fine. It's just that I haven't seen or heard from my Dad since yesterday. He's usually not gone this long." Felicia said.

"Well, I'm sure he's fine." Peter said, trying to cheer her mood. "Okay, I'm getting on my bike now. I'll be there soon."

"Alright. Bye." she said.

* * *

When Peter arrived at the Hardy house in Queens, Felicia was standing out front wearing her black leather jacket. She said "About time you got here, tiger!"

"Oh, you wound me with your cruel, cruel words!" Peter said sarcastically, pretending to clutch onto his chest.

"Very funny, let's go. Wait." She pulled out her ringing cellphone from her pocket and asked "Hello? Who is this?"

Peter, with his heightened senses, could hear what was going on in the conversation. Even if he couldn't hear it, he'd still be able to tell what was going on, as Felicia's usual radiant expression fell and was replaced by an inconsolable one.

"Hello, Ms. Hardy? I'm Captain George Stacy of the NYPD, I'm sorry that I have to tell you this, but your father has been murdered."

"What?" she asked, a tremor in her voice.

"He was shot and discovered dead in Hell's Kitchen. Again, I'm truly sorry. If you would, we would like to talk to you and clarify some more information on the subject. Okay?" Captain Stacy said.

"Sure." Felicia said, with tears running down her face.

"What happened?" Peter asked as she put her phone away, pretending to not have listened.

"My father's dead." she said, water filling up her beautiful, green eyes.

"Oh my God. I'm so sorry, Felicia." He walked over and gave her a long and comforting hug, just like the one she gave him after Uncle Ben was murdered. He knew just how it felt to lose someone you love.

"I know what it's like to lose a father, too." Peter said as she heavily sobbed into his shoulder. After about five minutes, Felicia pulled away from the embrace and said "I don't have anybody now, except you, Peter." She leaned forward and kissed him on the lips. She pulled back for a moment and, through tears, said "I love you so much, Peter Parker." She began kissing again, and it was becoming intense.

Peter was overwhelmed and surprised at what was going on. This was his first kiss ever, and it was with the girl of his dreams. He never knew she had feelings for him before. He continued kissing her for about thirty seconds, then she pulled away slowly. Ready and filled with courage, Peter said "I love you too, Felicia. I always have, and I always will."

A small smile appeared on Felicia's tear-stricken face. She said "Thank you. Do you think that you could give me a lift to the police station?"

"Of course I will." Peter said. "Hop on."

* * *

Peter rode over to the NYPD station with Felicia on the back of his bike. He could feel her gripping onto him tightly, and he had mixed feelings about the situation. He was joyed at the fact that she said that she loved him, but felt sympathetic at the fact that her father had been killed. Peter decided that as soon as he knew who the killer was, he would pursue him and bring him to justice.

When they stopped in front of the station, Peter and Felicia got off and walked in together. When they entered the Captain's Office, George Stacy said "Hello, Ms. Hardy. Who is this man?" He pointed at Peter.

"It's okay, Captain Stacy. He's with me." Felicia said.

Lieutenant Jean DeWolff walked in and said "Here are the photos that you wanted, Captain."

"Thank you." Stacy said, then set the photos on his desk. "We found your father lying dead in an alleyway between 47th and 48th streets in Hell's Kitchen. He was shot 53 times in total, with what looked like an assassination due to the position of where the bullets were found. 52 of the shots were .30 caliber and were located in the chest, stomach, and arms. The other one was a .357 magnum round located in the skull." He stopped when he saw that she started crying again. "I'm sorry, Ms. Hardy. I didn't mean to sound gruesome. I'm just telling you what we know. We're clear that his death was not an accident. He still had his wallet and I.D. with him, so we ruled out robbery. We did, however, find a card in his jacket that had a message addressed directly to you."

"Me?" Felicia asked, her eyes bright red. "What do they want with me?"

"That's what we're trying to find out." Stacy said. He handed her a bloodstained business card that read _"If you want answers, Felicia, then you know where to find us. W. F." _

"Do you know what this means, Felicia?" Stacy asked.

"No," she said truthfully. "I do not."

Peter was now more determined than ever to get whoever it was that killed Walter Hardy. There was no way that this W. F. guy was going to threaten Felicia and get away with it. He realized that he needed somewhere to start, and decided that he was going to have to search through all the criminals in Hell's Kitchen until he got some answers.

Meanwhile, Felicia was in a stage of pure fury. The only thing that filled her thoughts through the rest of the evening was a desire for vengeance. After Peter dropped her off at home, she went up to her father's bedroom and searched for anything that might relate to the murder. When she opened a drawer in his desk, she found a folder and her father's revolver lying there. She placed the gun on top of the desk and looked through the folder. When she was finished, she couldn't believe what she had just read.

Her father was a professional cat-burglar that worked for Wilson Fisk, The Kingpin. He also had recently stolen a vial of the experimental super-soldier serum from Oscorp for him, with the reasons not listed. After the transaction, she assumed that Fisk had him murdered. Felicia huddled herself on the floor and started crying yet again. It was all so sudden, so fast. She couldn't get over the fact that he was a criminal rather than a successful investor and that he associated with the biggest crimelord in the city. After she was done crying, she looked over at the gun on the table and realized what needed to be done: Felicia had to take down the Kingpin herself before he could use the serum to take control of New York. She picked up the gun, opened the chamber, loaded it, and placed it inside her jacket. She walked outside, with vengeance in her heart and justice in her mind, so that she could settle her score with the big man.

* * *

_Chapter 24: The Search for Justice _

Saturday, 9:45 PM

As Felicia was making her way to Fisk Tower, Peter had changed into Spider-Man and was currently prowling on the rooftops of Hell's Kitchen, waiting for any sign of the killer or his associates. He noticed a grubby-looking man walk into a convenience store. He looked oddly suspicious, so Spider-Man tailed him into the store and waited for the moment where he would commit some sort of crime. He walked up to the register and said to the cashier "Yo, it's that time of the week again Jimmy, so pay up."

"Alright, Gargan." the cashier said, and he handed him a couple hundred-dollar bills. Gargan said "Excellent. I'm sure the boss will be pretty happy. You just earned another week of protection."

As Gargan walked out of the store, he went into the adjacent alleyway and started counting the bills. Suddenly, he felt something stick to his back. He was yanked upward and he dropped his money. He was spun around to come face-to-face with the one they call Spider-Man, and he let off a scream.

"Zip it, Gargan. Tell me what you were planning to do with that money!" Spider-Man shouted.

"I-I was just gonna keep it for myself!" Gargan said. Spider-Man knew he wasn't being honest with him, so he dropped him. While Gargan screamed as he fell, he was caught by another line of webbing and pulled up again.

"I don't like it when I'm being lied to! Now tell me, where was the money going?" Spider-Man demanded.

"It was extortion money! I was going to give it to my boss, Wilson Fisk!" Gargan said.

Spider-Man then remembered the initials W. F., and realized that it was he who killed Walter Hardy.

"Okay, now tell me about the murder of Walter Hardy. He was shot here, in Hell's Kitchen, last night. What do you know about it?" Spider-Man was becoming more and more menacing by the minute.

"I don't know anything about that! I swear to God!" Gargan begged.

"SWEAR TO ME!" Spider-Man shouted furiously, and he dropped Gargan again. He caught him and pulled him up and said "Now this is your last chance: what do you know about Hardy's death?"

"My boss, the Kingpin, had him steal this, uh, super-enhancing drug from Oscorp." Spider-Man thought about what he just said, and remembered the school trip a couple of weeks ago, the one where he got his powers. _Fisk had Hardy steal the human performance-enhancers from Oscorp? Jesus, he could run New York with that stuff!_

Not understanding what Hardy had to do with this, he asked "How was he able to get Hardy to do this? He's a legitimate businessman on Wall Street!"

"No, that's just his cover-up profession. He was a long time co-worker with Mr. Fisk, an expert thief!" Gargan said.

"What does he plan on doing with the serum?" Spider-Man spat.

"He plans on creating stronger guys to fight for him. I don't know why I'm not on the list." Gargan said.

"What does Hardy's daughter, Felicia, have to do with this?" He demanded.

"I don't know! I swear, Mr. Fisk never told me! He said it was something personal. Maybe leverage or something!" Gargan said.

"So you're telling me that he has her right now?" Spider-Man asked.

"I don't know. I'm not there! He was planning on it!" Gargan said.

"Where will I find the Kingpin?" Spider-Man said, his teeth clenched in hate.

"He's always in Fisk Tower, at his office, but if you plan on arresting him, you'll need more evidence to pin on him 'cause the cops are too scared to go near him!" Gargan said.

"Do I look like a cop? Cop in a skin-tight red-and-blue suit?" Spider-Man said and he dropped Gargan for a third time. He caught him by the ankle when his head was an inch from the ground. He then dropped him and he landed on his front, with Spider-Man then webbing him to the ground for the police.

After returning the money to the cashier, Spider-Man swung over towards Fisk Tower, praying that it was not too late.

* * *

Felicia entered through the front door of Fisk Tower and saw the concierge on her computer. She walked up and asked "Hello, I have an appointment with Mr. Fisk."

"Sure," the concierge said. "And you are?"

"Gwen!" Felicia said, saying the first name that came to her mind, because saying her real name would draw suspicion. "Gwen, uh, Gwen Stacy." she said, thinking of Captain Stacy from earlier.

She was half-expecting the concierge to throw her out, but fortunately, she said "You do have an appointment here, Ms. Stacy, although it wasn't scheduled for another two weeks."

"It's alright." Felicia said. "I just decided to get it done earlier. Thanks."

_Wow, _Felicia thought. _I got really lucky there. I just hope I didn't jeopardize the real Gwen Stacy._

Luckily for her, she didn't. But what she didn't realize is what would happen when she got to Fisk's office, because her life was about to change forever.


	3. Part 3

_Chapter 25: Birth of the Black Cat_

Saturday, 10:00 PM

As Felicia continued going up the elevator, she pulled out her gun and checked to make sure it was ready to fire. After doing so, she placed it back in her jacket and mentally prepared herself for what was coming.

She had never killed anyone before, and she was almost certain that she would go to jail for murder. But Fisk wasn't going to jail after what he did, so why would she? She also thought of the possibility of failure. If the Kingpin got the upper hand and managed to kill her, then she wouldn't have her revenge and she'd never see Peter again.

_Peter._

The only thing Felicia could think of now was Peter. Only a few hours ago, she'd confessed her love to him, and he responded saying that he would always love her back. She hoped that she made it through this just so she could see his face one last time.

Suddenly, the elevator came to an abrupt stop two floors below the designated location. At first, Felicia thought that it had broken down, but she knew better. They knew she was coming. Felicia pressed the button to open the doors, and they did. No one was out in the hallway, but she heard two voices speaking to each other, saying "You think she's down here?"

"No. Why else would the boss send us down here to look for her, you idiot?" Marko said.

"Sorry," O'Hirn said. "He didn't tell me that."

_Uh oh. _Felicia thought. She quickly hid herself behind a décor plant as the two thugs looked around the room for her. She saw that they weren't armed, and figured out that they weren't here to kill her, but capture her instead.

Remembering all those self-defense classes her father made her take, she snuck up behind O'Hirn and performed a roundhouse kick on his back, sending him to the wall. Marko heard the commotion and began to throw a punch at Felicia, but she was able to dodge it and she punched him square in the jaw. O'Hirn got back up and started taking random swings at her, but she was too quick for him and she kicked him in the groin. He fell onto the floor, whimpering, just as Marko began to tackle her. When he got her on the ground, Felicia wrestled to get out of Marko's grasp and managed to bite him in the ear, causing him severe pain. She then kicked them both in the face, and they were out for the count.

Felicia tasted blood on her lip, and realized that it was the blood from Marko's ear. "Ew," she said, wiping the blood off.

She proceeded in making her way up the stairs, being careful to avoid any more of the Kingpin's men. When she reached the floor that she wanted, Felicia burst into his office with her gun pointed towards his desk. She looked around and didn't see Fisk anywhere in sight, and she lowered her gun to her side when she said "Where are you, you fat piece of shit?"

"Here." Fisk said from behind. Felicia turned around and looked up at the Kingpin, who was at least two feet taller than her. Angry and vengeful, she raised her gun quickly, pulled back the hammer, and attempted to shoot, but Fisk swung his golden staff at her arm so quickly that the gun was knocked out of her hand and the bullet hit the wall behind him.

"So, this is the daughter of the great Walter Hardy." Fisk said, with a devilish grin on his face. "Let me be the first to congratulate you for taking down Marko and O'Hirn by yourself! It seems your father has taught you well, but he didn't learn enough to save himself."

Felicia was now full of fury and she attempted to hit him, but Fisk grabbed onto her arm and nearly crushed it. He then grabbed her by the throat and lifted her up, saying "God, you're so much like him. I see his ambition in your eyes. And that's a good thing!"

"I'm nothing like him!" she spat, flailing her legs and trying to break free. "I would know to never trust men like you!"

"Well, I think you might just change your mind then, hmm?" Fisk asked, a sneer upon him.

"What're you talking about?" Felicia asked.

"I _knew_ I made the right decision when I picked you!" Before Felicia could process what he had said, Fisk pulled his fist back and punched her in the jaw, knocking her out cold.

* * *

When Felicia awoke, she saw that she was strapped down to a metal bed with the restraints keeping her from moving her arms or legs. She looked up at the ceiling and saw large glass windows above, showing the starry night sky. She looked around and saw several devices and machines hooked up to her, looking like they should be in a hospital. Then, she looked behind her and saw Fisk and a man she didn't recognize talking in a small control-room with a large glass panel exposing them. She couldn't hear anything that they were saying, but knew that whatever it was, it wasn't good.

"So, are the machines, the serum, and the subject ready, Dr. Toomes?" Fisk asked.

Adrian Toomes, a former Oscorp scientist working for the Kingpin, said "Yes sir. Shall we proceed?"

"Not yet." Fisk said. "It seems that our little girl has awoken from her nap."

He walked out of the room, and Felicia said "What are you going to do with me?"

"Well, Felicia, we need to run a couple of tests before we cross that bridge." Fisk said.

"Tests? What do you mean-" She stopped dead, and realized what he was saying. She knew what they had and she knew what they were going to do to her.

"No." Felicia said. "You monster! You can't do this to me!"

"I'm afraid that I can," Fisk said. "but don't worry. You'll be of great service to us, I just know it!"

Fisk gave a maniacal laugh as he walked back towards the control room, with Felicia shouting "You bastard! I'll get you for this _and _my father's death! Do you hear me, you fat son of a-"

The door shut behind Fisk as he walked towards Toomes and said "You may begin the procedure, Dr. Toomes."

Toomes pressed a button on the control panel, and the serum exposed itself from one of the machines inside of a syringe and was injected into Felicia's arm.

She instantly started screaming in pain. She started fidgeting all over the place as the serum was coursing through her bloodstream. Her physical composition was rapidly changing, with her muscles growing, her senses heightening, and her golden-blonde hair turning silvery-white. When the process was complete, Felicia lied unconscious upon the table, whereupon Toomes asked, in amazement, "Should I wipe her memory now, sir?"

"No. Not yet. The serum was designed to block any mental alteration when the hair is white. I don't know how that works, but it's one of the defense mechanisms." Fisk said. Slowly, but surely, Felicia's white hair began turning back to its original blonde form. Fisk then said "Okay, Dr. Toomes. You can wipe her memory now." As Toomes was making the arrangements to erase her memory, Fisk thought _It worked! Now that I have my own super-soldier at my command, I can have New York for myself and get rid of that murdering bug, Spider-Man! _

* * *

Spider-Man had just landed on top of the windows overlooking the lab, and he saw Felicia strapped to a metal bed.

_No!_

He jumped up high in the air and put all force into a kick that shattered the glass below, and he managed to land on his feet to face the Kingpin just as he was about to push a button.

"Fisk!" Spider-Man shouted, and he ran forward and smashed through the glass, knocking out Toomes and tackling down the Kingpin.

"Spider-Man! We meet at last!" Fisk said just as Spidey started punching him repeatedly. He wanted nothing more than to beat him into oblivion, but Fisk head-butted him out of the control room and onto the floor of the lab.

"Now I can teach you why it was wrong for you to kill Dennis Carradine!" he said as he vaulted over the shattered glass.

Spider-Man was confused and angry. "Who's he, fatboy?"

"Remember when you pushed him off the pier?" Fisk asked.

Spider-Man then remembered that night when Uncle Ben died. He had pursued the killer to the pier, but he tripped and fell. He had no idea that he was working for the Kingpin.

"I didn't kill him! He tripped and fell out of the window!" Spider-Man shouted.

"Liar!" Fisk screamed, and he charged towards Spider-Man and tried to tackle him, but he dodged it thanks to his Spider-Sense. "How were you able to do that?" Fisk asked.

"Easy: I didn't go to a pie-eating contest every week." he taunted.

Fisk, in a state of fury, lunged forward and was able to grab Spider-Man before he could react.

"I may look it, but only 2% of my body mass is fat. Now, prepare for the force of 296 pounds of pure muscle to crush you!"

Slowly, he began squeezing Spider-Man as hard as he could. He knew that he couldn't take much more of this, so he webbed the Kingpin in the face, which caused him to drop him. Spider-Man ran over to the bed and ripped the metal restraints off of Felicia, then he grabbed hold of her and web-zipped his way out of the building.

After Fisk was able to pull the webs off of his face, he looked around for any sign of Spider-Man, but saw that both he and Felicia were gone. He was so furious that he picked up the metal bed and threw it at the wall. He couldn't believe that not only was he not able to kill Spider-Man, but also that he got away with his crown jewel for his plan of control.

_Damn you, Spider-Man! Damn you!_

* * *

_Chapter 26: Curiosity_

Saturday, 10:30 PM

Spider-Man, with Felicia in his arms, started swinging back towards her house in Queens, thinking of nothing but her safety. He didn't know of the ordeal that she'd just been through and didn't seem to care that she felt heavier than she did the week before. All he could think about was getting her as far away from the Kingpin as possible.

When Spider-Man arrived at the Hardy house, he opened up Felicia's bedroom window and lied her upon her own bed. Checking to make sure that she was alright, he said "Felicia, can you hear me? Are you alright?"

Felicia slowly opened her eyes and nearly had a panic-attack when she saw Spider-Man standing at her bedside. She said "I-I think I am. Hey," She came to realize that something was totally off here. "How do you know my name and how do you know where I live?"

Spider-Man had a look like a deer in headlights, but his face was concealed by his mask. Stammering, he said "I, uh, checked your ID, Ms. Hardy. I wasn't sure of where you lived, and I had to be absolutely sure. Don't worry! I didn't take any money. Besides, I think you have a knack for getting into trouble."

"Well," Felicia said, feeling a new surge of confidence that she never felt before. "You have a knack for saving my life! I think I might have a superhero stalker."

"Oh, ha, ha." Spider-Man said. "I was in the neighborhood, doing what I do best. Anyway, what were you doing at Fisk Tower, and more important, why were you strapped down to a bed?"

"I just had some business with big ol' Fisky, but it didn't seem to go as planned." Felicia said, not wanting to reveal to him what had happened to her.

"And by 'not as planned,' you mean 'entirely out the window,' am I right?" Spider-Man asked.

"Yes." Felicia mumbled.

"Anyway, you should learn to stay away from guys like Fisk from now on. I won't always be there to rescue you, you know."

"Oh, don't worry," she said as he was prepping to swing out the window. "I will."

Spider-Man then jumped out of the window and started swinging back towards the city. After he vanished from sight, Felicia looked at her clock, which read 10:53.

_So much has changed in less than four hours._

Felicia then clambered into her bed, dozing off almost instantaneously. She didn't know exactly what was different with her, but decided that she'd figure it out in the morning.

* * *

Fisk had just experienced probably one of the most humiliating days of his career. Not only was Gargan in jail, Toomes with a concussion, and Marko and O'Hirn with broken noses, but Spider-Man was still out there and he had taken his only chance of quick control of New York.

_I need to find a way to bring him down. If I could get the police on my side, then we'd be in business._

His eyes wandered over to his desk where he found a copy of last week's _Daily Bugle, _with the headline reading "_Spider-Man and Green Goblin Attack Bugle Offices: Publisher Braves Assault." _Fisk formed a devilish grin and thought of a new plan.

_If I could have Jameson print more accusations of crimes committed by that bug, then maybe the police will issue a warrant for his arrest! Maybe then, with Spider-Man in prison, I can get to Hardy much more easily, and New York will be mine!_

* * *

When Felicia woke up, she looked at her clock, which read 10:00 AM.

_Jesus, _Felicia thought. _I never sleep in this late, even on a weekend._

She got up and went to pull back the curtains on her window, but when she did so, her nails tore right through them.

"What the-" she said, then she looked at her nails and saw that they looked slightly longer, pointed, and razor-sharp. She let off a scream and fell to the floor, but then took another look at her hand and saw that the nails had returned to their original form. Puzzled, she used her will-power to see if she could make them longer again, and sure enough, they became the claw-like form that they previously were.

_Claws? Did they turn me into Wolverine or something?_

After she retracted them, Felicia looked in the mirror, took off her jacket (which she had slept in), and stared at her transformed body.

She had always played tennis in her spare time, but she was never really an active sports player like Flash Thompson. Nevertheless, she saw that she had acquired some muscle. Not enough that a professional athlete would have, but enough lean muscle to look like she spent weeks training at the gym. She looked at her well-toned arms and legs in awe, and saw that she had indents of a six-pack on her stomach. In addition, some other parts had also become a little larger (though none will be mentioned here).

"Wow," Felicia said in amazement. "Just what the hell did they do to me?"

She was about ready to put on some fresh clothes when she saw that her hair had just turned white.

Terrified, she said "Oh my God!" After a few seconds, she calmed down and began stroking it gingerly. She couldn't believe that this was happening to her. Then, using her will-power again, she turned her hair back into its original blonde form.

"Okay, then." Felicia said. "You'll get used to this, Felicia. You'll get used to the fact that your father was a criminal and that you're a mutant now..."

She stopped mid-sentence, terrified at this thought. Her father had been lying to her for her entire life, and what good had it done? He was dead, and she was something... new.

She decided that it was best to move on from here. After getting dressed, Felicia took the nearest taxi and went into the city, hoping to find some way to test her new abilities. When she got out of the cab, she walked into the nearest alley and started to figure out what she could do. Her eyes landed on a large dumpster and was curious to see if her muscles were more than just for show. She placed her hands under the dumpster, and managed to lift it with surprising ease. She gave an amused laugh, the first one since last night, and started to carry it around, first in both hands, next in just one, and was impressed at her new strength. After she set it down, she wanted to know just how sharp her claws were. She extended them, then sliced them easily and cleanly through the dumpster, leaving a row of five scratch marks. Felicia then looked at the wall and wondered if her claws would enable her to climb along it. Not stick to it, like Spider-Man, but to cling onto it tight enough so that she could climb up. She made her claws penetrate the wall, leaving tiny holes in it, and they stayed in firmly. She did so with her other claws, and pulled herself along the side, making sure that her feet were secure because they had nothing that enabled her to cling. Felicia climbed the wall, one hand after another, until she reached the rooftop.

"Wow." Felicia said when she looked down onto the street. She was very high up, and looked at the nearby rooftops. She walked backwards a little until she felt she had enough room, and started running forward, picking up speed quickly. She jumped far and forward, and managed to land on both feet on the next rooftop. Impressed, she looked at the city around her, and noticed things that she wouldn't have noticed as normal Felicia Hardy. She could see down onto the streets and read the words off of random citizens' newspapers as clear as she would up close. She also was able to smell the city more clearly, from the gas omission from cars to the sewer lines, something that made her cringe her nose. She could also hear the endless chatter of people and the honking of horns from across town.

Felicia had never felt such power before, and was beginning to go from being afraid of them to actually liking them. She laughed long and hard, feeling extremely cheerful for a change. She knew that she should still be sad at knowing the fact that her father was dead (and she was), but felt that, now, she could take on the entire world! In fact, Felicia was so happy that she changed her hair to white again, just to marvel at her new powers. She was stronger, faster, and more agile than ever before, almost like a...

"Cat." Felicia said aloud, smiling.

* * *

_Chapter 27: The Meeting_

Sunday, 2:00 PM

When Felicia returned home from trying out her new powers, she was thinking of two things. The first thing was that she needed to move out of her home. She knew that Fisk could track her there, but if she kept a low-profile while hiding inside the city, the trail would go cold. As she was making her way up the stairs, it had struck her that she didn't have any money to move out with. She opened her father's bedroom door and looked around for any kind of safe where he could've kept his money. Using her senses, Felicia located the safe behind a picture of a tropical island. She set the painting down and stared at the knob of the safe, not knowing the combination. After about a minute, Felicia felt stupid that she didn't think of using her claws to open it, and she did so afterwards. After opening the safe, she saw several briefcases stacked on top of each other, and she took one down and opened it to see how much was in it.

"Woah." Felicia said, observing what looked like stacks of $100 dollar bills. She counted each of the bills from every case, and found what totaled more than $20,000,000 in cash.

She almost squealed in delight at how much money she had, but then remembered that her father was a cat burglar and had probably stolen all of it, or maybe as payment from Fisk. Felicia thought about returning it, but didn't have a clue on where to start. Besides, it would be pretty suspicious if a girl who just graduated high school was giving millions of dollars back to people she's probably never met.

She decided upon keeping it, and felt a little guilty. Felicia decided that she would probably donate to some of the local charities and work at a real job to help ease the guilt.

The second thing that she was thinking about was Fisk. He still didn't get justice for murdering her father, and also for what he did to her. Sure, she was growing fond for her powers, but her desire for vengeance had never wavered in her mind. Her approach last night wasn't the best in the world, but she felt that now, with her abilities, she had a fighting chance of taking the Kingpin down.

But she knew that even she couldn't do it alone. Who was out there that was willing and able enough to take down the biggest crimelord of New York?

"Spider-Man." Felicia said, already knowing the answer.

* * *

Felicia ran up into her room and looked at her leather jacket upon her bed, noticing that it had some tear marks running through it from the points where her muscles grew.

"Great," she said frustratingly. "Now my _clothes _are ruined, too."

Suddenly, an idea had popped into her head. She opened up her closet and began pulling out all of her black leather products and her sewing kit. She got to work immediately, and in a few hours, Felicia had made herself a pretty decent costume.

It was a sleek, seamless, and skin-tight full body suit. She made it into one piece, with tight black leggings and torso. There was a zipper on the front which allowed her to slip into it easily, along with a V-neck that exposed some of her cleavage (something she planned on distracting others with while fighting). She made skin-tight leather gloves that fit around her hands perfectly, and the material in the fingers allowed her to use her claws without penetrating the surface of the leather, while also not restricting any of their capabilities. She also wore leather boots that allowed her to scale walls more easily, and they could also pose as regular boots when she would walk around town. At the top of her boots and the ends of her gloves, she added white fur that matched her hair, and installed two grapnels hidden within the fur. She would use these to grab onto enemies and objects, as well as using them to scale buildings more quickly and to swing on them around town (another idea borrowed from Spider-Man, though not as fast). She also designed a white cat amulet that fitted on a black leather collar around her neck to give her a symbol. Lastly, Felicia made a diamond-like mask that resembled cats eyes, and she put it on her face. Looking at herself in the mirror, she turned her hair white again and said "Look out, Spider, here comes the new me!"

* * *

Spider-Man was swinging through Midtown when he decided that his body needed to rest for a little bit. Laying down atop of a nearby building, he exhaled heavily, exhausted by the continuous crime fighting and accusations from Jameson's articles in _The Bugle_, using _his _pictures. He was trying to form a plan to put the Kingpin behind bars so that he'd never touch Felicia again, but he was having a hard time cracking down on his operations to do so.

_I need some sort of help. _Spider-Man thought. _I can't do this all on my own. Sure, my powers help, but if the police could help me more often..._

His eyes wandered over to a copy of the evening addition of _The Bugle_, which had blown up onto the roof, and the headline read "_Citizens Call for Wall-Crawler's Arrest: Evidence Presented by Wilson Fisk._"

"Great," Spider-Man said. "Now the whole police force is going to come after me."

"They'll come after _us_, Spider." said a sultry voice.

Spider-Man leapt onto his feet and turned to face a white-haired woman in a black-leather costume. Usually when he encountered people like this, his Spider-Sense would go off, but, strangely, it didn't. Something about this woman was familiar, but he couldn't quite place his finger on it.

"Who are you?" Spider-Man asked, ready to defend himself.

"The real question, Spider, is who are _you_?" She asked, a certain charm about her.

"Well, um, I'm Spider-Man, but I don't want to mess around with... I-I mean, uh, play games with you." He stammered, absolutely stunned at her presence. "What do you want?"

"The same thing as you. I want a little justice done too, you know." She waked closer to Spider-Man, then continued. "I hear that you're after the big man of Hell's Kitchen."

"The Kingpin?" Spider-Man asked. "Yeah, I am. Hey, how did you know about that?"

"I have my sources." she said, checking her nails like any woman would. "So anyway, Spider, I'd like to help."

Spider-Man was surprised at this. _Someone actually wants to help me for once? _Afterwards, he said "Uh, okay, sure. Do you have any possible leads?"

"Well," she said, flexing her fingers. "I followed this one guy into a bar, and I got wind of a shipment of drugs coming in on Friday night from the Lower East Side. I plan on going in and taking them down, one by one. I'll do it by myself if I have to. Are you in?"

Spider-Man thought about it for a moment, then said "I'm in."

"Goodie." the woman said, and she walked towards the edge of the building. As she was preparing to jump off, Spider-Man said "Wait! Who are you?"

"Me?" she asked. "I'm Black Cat, and I just crossed you path."

Black Cat fell backwards off the roof, and by the time Spider-Man ran over to the edge, she was nowhere in sight.

"Yep. You sure got a way with the ladies, Spidey. Mister Smooth." He said.

After he returned to his apartment, he climbed into his bed, and was thinking about that woman throughout the night.

_What was with that "Black Cat" girl? Who was she?_

* * *

_Chapter 28: The Spider and the Cat_

Friday, 9:30 PM

As Peter put on his costume and started swinging towards the Lower East Side to meet up with the Black Cat, he was thinking about Felicia the whole time. They hadn't spoken since Saturday night, even at Walter Hardy's funeral on Tuesday. He wondered if she was still in shock or in a state of depression, or maybe she was just scared because the Kingpin had captured her and nearly killed her. Peter started to wonder if she meant it when she said that she loved him, or if she just needed someone to comfort her at the time. He hoped that it was the former.

When Spider-Man had reached the building overlooking the pier on the Lower East Side, he saw that Black Cat was waiting for him, her arms crossed.

"Well," she said. "it's about time you got here, Spider."

"Oh, you wound me with your cruel, cruel words!" Spider-Man said, pretending to clutch onto his chest. Black Cat looked at this, and there was something oddly familiar about it. When Spider-Man saw the look on her face, he asked "What?"

"Nothing," she said, brushing the subject off. "It's fine. Come here."

She gestured him to come forward, and they both looked over the edge of the building. They saw two ships docked, about two-dozen guys either guarding or unloading the drugs, about a half-dozen snipers on top of various shipping crates, two large commercial trucks, and a white sedan.

"Well," Spider-Man said. "This isn't going to be easy."

"Easy?" Black Cat asked, taken aback. "It's not supposed to be easy. That's what makes it fun!"

She leapt far forward and, discreetly, dispatched two of the six snipers with her bare hands. Spider-Man's mouth gaped in awe (though hidden behind his mask) as he observed that she must've had some kind of power, similar to him. He quickly followed her, and asked "How were you able to do that?"

"I'll tell you when you tell me how you're able to do, well, 'whatever a spider can.'" she said.

"So never, then?" he asked.

"Yep." she said. "Now, some of the guys are patrolling in circles. I'll take care of some of them, and you take care of the rest of the snipers. When you're ready, come to the sounds of men screaming like little girls."

"Alright, then." he said, and Spider-Man snuck up behind a sniper, pulled him down, webbed his mouth shut, and left him stuck to the top of the crates. While he was doing this, Black Cat was lurking in the shadows inside of an open crate, waiting for her prey to pass by her. As one of the Kingpin's men walked by, he saw a box of the drugs inside of the crate, and went to pick it up. However, Cat reacted quickly by grabbing him by the mouth and pulling him inside, subduing him in the process. There was a small rumble, and two of the henchmen that were carrying the boxes stopped walking and looked in the direction of the open crate, with one of the men saying "Hey, Nick. You in there?"

When no response came, the two started walking towards the crate, and Cat could hear their footsteps. When they got close enough, the same man called out "Nick?" Spider-Man, after dispatching his third sniper, saw the men pull out pistols from their pockets and walk even closer. He knew that if he didn't act quickly enough, she'd be in serious trouble. Clandestinely, he fired multiple web-shots at the streetlamps that surrounded the pier, and they all went out. The men raised their guns up towards the lamps, curious about what had happened to the lights. The man noticed something drop from one of the lamps, so he walked over and picked up something sticky from the ground. He holstered his gun, pulled out his phone, and used the light to identify the substance, and it kind of looked like spider webbing.

"What is this?" he said, and he turned to face his partner, who was looking up at one of the ship's crane-arms suspended above them, a look of horror on his face. The man asked "What?", then he looked up and saw a flash of red and blue coming towards him. As Spider-Man landed on him, he screamed loud enough to let everybody know that he was here, and the other guy had ran away.

Everybody had heard the scream, and they started raising their guns towards the sky, some of them armed with assault rifles, submachine guns, and shotguns. Black Cat casually walked out of her hiding spot and said "Way to go, James Bond. So much for being stealthy."

"Hey, I saved your life. And I have standards, you know." Spider-Man replied.

"_Standard _is the word here." she said, in her usual nonchalant attitude. "And here I was looking for... _amazing_. Anyway, you better catch Mr. Rabbit before he alerts the rest of the tea party."

"Will do." Spider-Man said, and he chased after the fleeing thug, catching him with his web and making him trip. This had caused quite a bit of noise, and another thug, armed with an MP5, came running and started shooting at Spidey, but he was able to escape the gunfire.

_Now they definitely know that we're here._

The runner got back up and ran past MP5, saying "Help! The Spider's here!" Unfortunately for him, he was caught in a net of webbing that had been set for him, and he couldn't get out. MP5 started walking forward, slowly, wiping the sweat off of his forehead. He scanned the top of the crates for any sign of Spider-Man, but he noticed something black rush between some crates, and he started shooting randomly. He heard something behind him and started shooting at the same black blur. Scared out of his mind, he walked back a few steps and shouted "WHERE ARE YOU?"

Spider-Man had just descended from a web-line, hanging upside-down behind MP5, and said "Here."

He let out a scream, but it was soon silenced by Spidey webbing his mouth and wrapping him in a web-cocoon.

* * *

Roderick Kingsley, one of the Kingpin's enforcers, was sitting in his personal sedan when he heard gunfire and the sounds of screaming men. He was wondering what was happening, so he got out of the car, opened the trunk, pulled out his double-barreled shotgun, and walked towards the commotion, completely unaware at what was going on.

At least a dozen guys or more had their guns and melee weapons at the ready, their backs against each other, waiting for Spider-Man or anybody else to come at them. Black Cat was watching them, and she jumped into the center of the opening and said "Meow."

The men had turned to her voice and were preparing to shoot her, but she was the one who acted first. Without hesitation, she extended her claws and started slicing clean-through the barrels of their guns, rendering them useless. They attempted to start hitting her with their bats and crowbars, but, using her senses, she was able to avoid getting hit once, hearing and smelling their movements. She had sliced a few of them in the legs, but she never killed any of them and let her fists do the rest.

Spider-Man had come swinging in from above and went to engage the other dozen, managing to land a couple of good punches and kicks in various areas of the human body. He was able to avoid their swings and bullets using his Spider-Sense, and was using his webs to yank and jam the guns that they had.

Kingsley was walking forward, his breath picking up with every step. As he heard more of his men screaming in agony, he ran back towards his car and locked the door.

As Spider-Man had finished up with his "dirty-dozen," he started heading towards Black Cat's location. When he got there, he saw her fighting the last two men by herself. Suddenly, his Spider-Sense went off like wildfire, but the danger wasn't heading for him. Black Cat could sense it too, but she was too busy dealing with these two men to react quickly enough.

The last sniper, the one that Spider-Man did not take down, had fired a shot from his rifle and the bullet went right through Black Cat's stomach. She fell down to the ground, letting off a scream of pain.

"Cat!" Spider-Man yelled, and he rushed forward and took down the last two guys standing. He looked up and saw the sniper cocking his rifle, getting ready to fire again. He web-zipped towards the shooter, yanked his gun, and smacked him in the head with it, knocking him out cold.

As Spider-Man made his way back over to Black Cat, she started getting up slowly, saying "Goddamn, that hurts! Ah, Jesus! He freaking _shot _me! Goddammit!"

"Are you alright?" Spider-Man asked, wondering how she survived that.

"What do you think?" she asked bitterly. "Have _you _ever been shot before?"

"Well, uh, I've been shot _at _before, but no, never." he replied.

"Here's a newsflash for you, Spider: it really freaking hurts! I probably shouldn't expect someone who lives in _T__he Matrix_ to understand!" she shouted, pulling the bullet out of her.

"Okay! Okay! Calm down. Now, let me check the wound." he said.

Spider-Man looked down at the hole that the bullet had made, but he saw no entry or exit wound that it could've gone through. Dumbfounded, he asked "Are you sure that it hit you?"

"Yeah," Black Cat said, becoming more annoyed by the minute. "Why? What's wrong?"

She looked down at her stomach and saw that the wound was gone, completely healed. There wasn't even a scar, just two small holes in the front and back of her costume.

"Okay," she said, surprised. "Well, _that's _new." She didn't even know that she _had_ regenerative-healing powers. Trying to lighten the mood and stopping Spider-Man from asking any more questions, she said "Well, I still got eight lives left."

Spider-Man knew that she was keeping something from him, but decided that it was best to move on from here.

"Okay then. Now we find whoever's in charge of this little operation." he said.

"Agreed." Black Cat replied, and they went over to find Kingsley's car.

* * *

Kingsley was checking to see if his shotgun was loaded, so he opened it and put two shells in it using his shaky hands. Someone had just taken down all of his men, and he was left here to fend for himself, all alone.

"What the hell are you?" he said to himself.

Black Cat had appeared out of nowhere and placed her hands on the side window, a wide grin on her face. Kingsley screamed and attempted to shoot her, but she ducked just in time as he fired his gun, shattering his window. He then felt something drop on top of the car roof and he tried to shoot that too, but Spider-Man dodged the shell just in time, and it left a large hole in the roof. Cat had jumped on the car hood and Kingsley tried to shoot her again, but the gun clicked, meaning that he was out of ammo.

"Oh shit!" he cried, as Black Cat started using her claws to cut a large, neat circle from the windshield. When she finished, she lightly tapped on the glass and the circle fell on the car floor. She grabbed onto his jacket and pulled him out of the car and onto the ground, where Spider-Man walked over and asked "What's your name? Tell me, or I'll have Miss Prettywhiskers here scratch your eyes out."

"Okay, Spider, never call me that again." Black Cat said, sounding rather annoyed.

"Alright, sorry. So anyway, tell me your name _now_." Spider-Man said.

"M-My name's Roderick Kingsley. I'm the guy in charge of this operation, under orders from the Kingpin." Kingsley said, trembling.

"The Kingpin, huh?" Spider-Man asked. "Tell me: how's big ol' Fisky doing lately?"

"I- uh.." Kingsley mumbled.

"I'm a pretty patient girl, but my claws are getting itchy." Black Cat said.

"He's planning on a new smear campaign against you, Spider-Man!" Kingsley said. "He wants the public to turn against you and put you either in a jail cell or a coffin!"

"As expected," Spider-Man said. "but how will he be able to do that when the police find out about this shipment?"

"Oh, buddy, there is a lot that you don't understand about the Kingpin." Kingsley said, feeling a tad overconfident. "Anything that you do to _him _can be used against you in every way imaginable!"

"Well, it looks like we're done here." Spider-Man said, and he webbed Kingsley to the ground. He and Black Cat swung off into the city, where they could both hear the sounds of police sirens heading towards the pier. When they touched down on a rooftop in Midtown West, Spider-Man said "Well, that sure went well."

"Yeah, no kidding." Black Cat said. "If Kingsley was right, soon the police will be all over us."

"You're right, which is why we need to take down Fisk as quickly as possible." Spider-Man said.

"Indeed, Spider. I think I've filled my superhero quota for the day." she said, arms crossed. "What do you say? Same time, next week?"

Spider-Man had thought about it for a moment, and just remembered that he had made plans with Felicia for dinner next week. Quickly, he said "Uh, I got a... thing next Friday. Maybe Saturday?"

Black Cat remembered that she had made plans to meet Peter for dinner next week, and said "Yeah, for sure. I, uh, got a thing to do, too. So long, Spider."

She launched her grapnel and started swinging back across the city. Spider-Man watched her in absolute amazement, wondering who she was, how she was able to do these things, and why she was helping him fight crime just when he needed help.

He knew that he had met this girl somewhere before, he just couldn't place his finger on it.

* * *

_Chapter 29: Doubts_

Saturday, 10:00 AM

Peter walked out of his room and saw Eddie and Harry watching the morning news, something they rarely did.

"Hey guys. What's up?" Peter asked.

"Shh." Eddie said, holding a finger to his lips. The reporter on TV, Whitney Chang, was standing at the pier where he and Black Cat had stopped the shipment of drugs from coming into the city.

"-and as you can see, about 2,500 pounds worth of cocaine would have made its way into the heart of the city if it wasn't for the aid of Spider-Man and yet another new costumed vigilante known as the Black Cat. However, despite the two stopping Roderick Kingsley, a career criminal enforcer, the police have growing concerns about vigilantes in our city. We now go over to a live press conference with the NYPD and their esteemed Captain George Stacy."

The camera switched from the docks to City Hall, where Captain Stacy was standing in front of a podium lined with microphones. He said "Citizens of New York City: it has come to the recent attention of the NYPD of the sudden upsurge in crime, most notably a major drug shipment that came in last night. Now, according to several eye-witnesses and evidence provided by Mr. Wilson Fisk, it points to two definite individuals present at the scene."

Peter's mouth nearly dropped because he knew what he was about to say. _What? How was Fisk able to frame me and Cat for bringing in those drugs? I guess Kingsley was right about what he could do. _

"Therefore, with the consent of Judge Jones, I am issuing an arrest warrant for the masked vigilante known as Spider-Man and his accomplice, the Black Cat." Stacy said.

The people started applauding for the police as they left, but Peter was absolutely furious. How could they do this to him after he protected them for so long? Suddenly, he remembered what the Green Goblin had said to him a couple of weeks ago:

_In spite of everything you've done for them, eventually they will hate you._

Peter kept his anger and frustration bottled up inside him for most of the day (except for his daily crimefighting routine), but he calmed down when he got a call from Aunt May telling him that Felicia was auditioning for a Broadway show. That evening, he took a taxi over to Broadway (because his bike had broken down), and saw Felicia walking out of a theatre with a rather frustrated expression on her face. To Peter, she seemed very different lately (probably because of the death of her father), so he started running toward her and tried to be as casual as possible.

"Hey, Felicia! It's me, again!"

Felicia turned around and smiled at the sight of him, and she said "Hey, Peter! How are you?"

"Good, real good." Peter said. "So, how was the audition?"

She looked surprised and asked "How'd you know?"

"Aunt May told me." he said.

"So, you just came by?" she asked.

"I was in the neighborhood, needed to see a friendly face. Well, uh, I took a cab to actually _get _in the neighborhood, but still."

Felicia couldn't contain a giggle, and Peter asked "So, what show did you audition for?"

"_The Phantom of the Opera_. I know, it's _so _original." she said, rolling her eyes.

"How did it go?"

"Well, uh, they said I needed acting lessons." she said, her face becoming quite solemn.

That was a lie. She was deemed "too fit" for the role of Christine.

"It's alright. People get rejected from shows all the time. It's not the end of the world." Peter said, pulling out his wallet. "Come on, let me buy you some dinner. The sky is the limit, and by that, I mean $7.84."

They both laughed, and Felicia said "No, it's okay. I was just planning on going home anyway."

"Anyway, that reminds me: didn't you just get a new home?" Peter asked.

"Yes. I sold off our house in Queens and I live in an apartment in Greenwich Village. It's quite a nice place, actually." Felicia said.

All at once, thunder boomed, lightning flashed, and the rain started coming down upon them from the black sky.

"Well," Felicia said. "I better run, tiger."

As she walked off, Peter whispered to himself "Yep. Way to kill the mood, Thor."

Suddenly, two men in black hoodies stopped walking and stared at Felicia, one of them saying "Yo, check it out, man." They both looked at each other, and the other guy said "Come on." and they both started to follow her.

Peter knew what these guys were planning to do, and he became outraged and started chasing after them. As the rain came down harder, Peter climbed up a wall and started to take off his clothes, keeping a close eye on Felicia and the men. As he was pulling off his shoes, one of the guys said "Hey, where are you goin', baby? Come on!" Felicia heard this and started to run into an alleyway, not wanting to use her powers in public.

The men kept on chasing her down the alley, and two more guys in black hoodies joined their posse. Peter, with no time to put on his mask, started sprinting along the rooftops as fast as he could. Felicia kept on running until the alley abruptly stopped with a dead-end, and she turned to face one of the men making smooch noises and another growling like a bulldog. One of them placed his hand on her shoulder, and she shouted "Get off me!" Felicia then elbowed the eye of the man who touched her and kicked one of the other guys in the stomach when he circled behind her. They had her surrounded, and she was starting to extend her claws when four white lines emerged from the darkness and attached themselves to their backs.

The men were screaming as Peter, with no mask, dragged them back across the soaking wet alley. When they were far enough away from Felicia, he jumped off the building and was ready to fight them. One of them charged at him, but Peter was able to dodge his initial attack and throw him to the ground. Another man came running, but Peter kicked him in the stomach and did a flip over him. The other two guys tried attacking him from behind, but Peter, using his Spider-Sense, was able to punch them both in the face without looking and they went flying into the windows of the building behind Felicia. The man that he kicked threw a punch at him, but Peter deflected his punch and knocked him out cold. The guy that he had thrown to the ground had got back up and also tried to punch him, and Peter blocked his attack, hit him in the jaw, and lifted him up so he could finish him off. He turned his head to see Felicia standing there, watching.

_Oh God. I can't let her see me like this!_

Luckily for him, it was so dark that she couldn't make out his face, but she started walking towards him so she could do so. Peter dropped the now-unconscious thug on the ground and ran into a parting alleyway, with Felicia saying "Wait!" By the time she walked into the adjacent path, he was gone. Disappointed, she began to walk out of the alley when a voice from behind her said "Need I say it, Ms. Hardy?"

Spider-Man, mask on, was hanging upside-down from a webline attached to the building. Felicia turned around to face him and she let a smile spread across her face, saying "Not at all, Spider-Man. Not at all. But lets be honest here: you _are _stalking me, aren't you?"

"I was in the neighborhood." he said, rain dripping off the top of his mask.

Felicia knew there was something odd about what he just said, but decided to ignore it and said "You are... amazing."

Spider-Man thought of this morning's newscasts, and he said "Some people don't think so."

"But you are. I don't believe what Jameson and the cops are saying, because I've seen it with my own eyes three times, I think." she said, trying to lift his spirits.

"Nice to have a fan." he said.

Felicia wanted to do something to repay his kindness for saving her life multiple times and helping her stop the Kingpin's drug shipment (as Black Cat), so she asked "Do I get to say 'thank you' this time?"

Spider-Man was wondering what she meant by that, then she started to raise her hands so she could pull down his mask. He said "Wait." and he positioned his neck in a comfortable position where he wouldn't strain himself. Felicia started to pull down the mask slowly, trying not to block his vision or pull it off completely. She looked closely at his facial features, such as his neck, chin, and mouth. She leaned forward and the two started kissing very intensely. Spider-Man was hoping that she wouldn't recognize him as Peter from the last time they kissed, but he was enjoying it as much as possible and didn't seem to care. Luckily, still, Felicia couldn't tell because of the overabundance of rain and the fact that he was hanging upside-down. After a couple of minutes of passionate kissing, Felicia pulled his mask back up and wrapped it neatly around his head. When she finished, Spider-Man looked upwards and fired another webline at the top of the building, pulling himself upward toward the rainy sky. When he was gone, Felicia smiled, laughed, and looked up, feeling the cool rain fall upon her skin. There _was _something familiar about that kiss, but she didn't care. After all, how many people get a kiss with Spider-Man, whether you're the Black Cat or not?

* * *

_Chapter 30: The Hunt Continues_

Friday, 5:00 PM

Fisk was sitting in his office, waiting for the men to arrive. He needed serious support at this point, even though his smear campaign against Spider-Man seemed to be working. He had already lost Gargan, Schultz, Kingsley, and about thirty other men to the confinements of jail, Carradine was dead, Kasady had ran off, Toomes was in the hospital, Marko and O'Hirn were _still _recovering from their injuries, the largest drug shipment of his career had gone sour, and Felicia Hardy, who could not be located to a home, was now running around the city in a black-leather costume taking full advantage of the serum he had given her. All of this was thanks to Spider-Man.

The elevator door opened and out walked two men. One of them was large and muscular, sporting tiger-striped pants and a vest. He also had a thick, black mustache and beard, along with several facial scars and the grin of a hyena. The other man was quite thin, wearing an everyday-business suit and tie, but the unusual thing about him was that he wore a silver helmet that showed only his eyes and mouth, nothing more. He closely resembled the Slenderman. As the two men walked forward, Fisk got up and addressed the both of them, saying "Welcome, gentlemen. Please, make yourself comfortable. Sit down."

Fisk and the two men sat down and asked "So you two are Sergei and Dmitri Kravinoff?"

"Indeed," Sergei said, with a thick Russian accent. "but you may call me Kraven."

Dmitri, unlike his brother, spoke in an American accent, saying "That we are. But please, Mr. Fisk, call me Chameleon."

Fisk looked at these two men with uncertainty, but continued, saying "Allow me to get to the point, gentlemen: I understand that you were once KGB agents. Now, until recently, you served in the Russian Mafia, am I correct?"

The brothers nodded, and Fisk continued on. "Good. We could use men of your expertise, especially with that Spider-Man around. In fact, most of my men are in jail because of him anyway, so I'll take all the manpower that I can get."

Kraven spoke next and asked "What is it that you require us to do?"

"Well," Fisk said. "I want you to either capture or kill him."

"Kill Spider-Man?" Chameleon interjected. "But it can't be done. I've seen what he can do: he can dodge bullets at point-blank range. He can lift commercial trucks like it were paper. He can leave people trapped for hours in indestructible webbing. Besides, I think that even the police have got his back."

"When was the last time you checked the news, Dmitri?" Fisk asked. "I recently started a smear campaign against Spider-Man and the police have issued an arrest warrant for him."

"Then what do you need us for?" Chameleon asked.

"It won't be enough. I need to get him myself, and who better to do it than the World's Greatest Hunter and the Master of Disguise?"

Kraven said "I'm always ready for a hunt, you know." The same hyena grin grew wider.

"Kraven, try to track down this bug. I will supply you with any equipment you need. Just say the word. Chameleon, try to blend in with the crowd. See if you can gather information on his whereabouts." Fisk said.

"I think a spider would make a nice trophy for my home." Kraven said.

"Remember, I don't care if he's alive or dead. I just need his body. You can keep the mask if you want." Fisk told him.

"Oh well," Kraven said. "I think that will compensate enough."

"My other associate wants his body, too." Chameleon said.

"Very well." Fisk said. "I'll deliver it to him as soon as I'm finished."

"Don't take too long." Chameleon said. "The man that I work for is not to be underestimated."

"I won't. And another thing: recently, another vigilante has been stirring up trouble in my empire."

"And who would that be?" Kraven asked.

"The Black Cat." he said. "Her real name is Felicia Hardy. She is the daughter of one of my former associates, and she was subjected to medical experiments that gave her superhuman capabilities proportionate to that of a feline. Unfortunately, she escaped and is now working with Spider-Man against me. Bring her to me, alive."

Kraven's grin fell and he said "A pity. The lioness is one of the most graceful and dangerous beasts in the jungle. I will try to gain as much satisfaction from the hunt itself as possible."

Fisk knew that Kraven's mind was obviously not in the right place, but he said "Whatever you say, just bring her to me alive and bring Spider-Man's body with you, alive or dead."

"Our business has concluded, then. Goodbye, Mr. Fisk." Chameleon said, and he and Kraven left Fisk's office.

* * *

_Chapter 31: Date Night_

Friday, 7:30 PM

Peter, dressed in his suit that he wore on special occasions, was riding over to Felicia's apartment in Greenwich Village. He had made a reservation for the Lure Fishbar on Mercer Street. It was a little pricy, considering how much Jameson paid him, how much he gave to Aunt May to ease her mortgage rates, and how much he put into the 1/3 of the rent, leaving little for Peter to spend freely. But it didn't matter. Tonight, it was all about Felicia. She had just suffered through her father's death, nearly being killed by Fisk, almost falling to her death, getting rejected from a Broadway show, and nearly being jumped by thugs that would've done God knows what to her.

When Peter stopped in front of her apartment building, Felicia was standing there, wearing an elegant, black-silk dress. As Peter observed her, he already knew that there was a difference in her behavior recently, but he didn't know of any _physical _difference. But here she was, obviously having acquired muscle since the last time he had seen her wearing short (or no) sleeves, which was almost two weeks ago. Ever since Peter had undergone his transformation, he always wore long sleeves in public (despite the summer heat) to hide his muscles from prying eyes and to cover the long sleeves of his Spidey-Suit. This had managed to keep everyone (including Felicia) from asking questions on how a scrawny wimp had started to look like a professional body-builder. Now, Peter was to be the one asking the questions.

Felicia said "Hey Peter!", but Peter was still mind-boggled at her new appearance and was trying to decide on what to say.

"Hey Felicia! How are you?" he asked.

"Good. You?" she asked.

"Yeah." he said. Felicia could tell that something was bothering him, and she asked "What?" She was afraid that, because he's the one that takes Spider-Man's pictures for _The Bugle_, that he learned of their kiss last Saturday.

"Well, uh-" he stammered. "I don't want to sound rude here, but have you been working out lately?"

Felicia was glad that he hadn't learned about the kiss, but her eyes widened in sudden fear. She had completely forgotten that he didn't know of her powers or her identity, much as she didn't know about his.

_Damn it, Felicia! You're smarter than this! He doesn't know, so why would you expose yourself like this?_

"Uh," she started to say. "yes, I have! I , uh, decided to start lifting weights, you know? Getting the right amount of exercise every day?"

Peter raised an eyebrow, and she continued. "Hey, I just needed to do something to occupy my time."

"In less than two weeks?" Peter asked. "Please don't tell me that you're using steroids."

"What? No, never. I-it's just that-" she stopped here, unable to finish.

"You wanted to be ready in case the Kingpin captures you again?" Peter finished, deciding that that was the most logical answer.

"How did you know about that?" Felicia asked.

"Spider-Man told me about it." Peter said. Now, Felicia was worried once again about him knowing about the kiss, so she asked "Has he said anything else?"

"No." Peter said plainly, knowing that she would ask about that sooner or later. "Hop on, Princess Peach. Let's go."

* * *

When they arrived at the Lure Fishbar, they sat themselves down, and Felicia asked "Isn't this place a little out of budget for you?"

Peter responded by saying "Oh, no. It's totally fine. You let me worry about the prices."

"Yeah," Felicia said. "but I'm worried about you and your aunt. You two struggle so hard to keep roofs over your heads. Are you sure that you don't want me to help?" She was indirectly referring to the $20 million she kept in her apartment.

"Nah, we'll get through this. We always seem to." he said with optimism.

The waiter came over and said to the couple "Hello. What will we be having this evening?"

Peter's Spider-Sense went off at the same time Felicia started to smell something suspicious. They both could not identify what was wrong, but the waiter said "Are we ready to order, now?"

"Uh, yes." Felicia said. "I would like the branzino dinner." She then realized that the smell was coming from the waiter, and she didn't understand why. The waiter had turned his head to Peter and asked "And you, sir?"

Peter, with his Spider-Sense starting to hurt him, said "I, uh, I'll have what she's having."

"Excellent." he said, and he snatched their menus and headed for the kitchen. As he left, both the scent and the sense had gone away, and Felicia turned to have a conversation with Peter, trying to take her mind off of what had happened.

"So, do you like branzino?" she asked.

"Who doesn't?" Peter replied. In truth, he had no idea what branzino was. He just said something before his brain started bursting out of his skull.

Felicia continued, saying "Hey, the other day, I was watching this film called _Pleasantville_. You know, the one with Tobey Maguire?"

"No," Peter said, having no clue what she was talking about. Still, she continued, saying "It's about two siblings our age that get stuck inside of a '50s show called _Pleasantville_. My point is that they are stuck with the fictional 'Parker' family, and Maguire looks a lot like you. I just thought it was a funny coincidence."

"Really?" Peter asked. "That's strange. And what do you mean I look like Tobey Maguire? I always thought I looked more like Andrew Garfield. You know, from _The Social Network_."

"I know," Felicia said, trying hard to suppress a giggle. "but I always thought you looked more like Maguire. He's cute as far as actors go, and he reminds me of you."

Peter felt his cheeks become really warm, and they turned a shade of red. Felicia couldn't contain the giggle any longer. Peter always loved it when she laughed. Everything began to stop when she did so. Even if Flash had stolen his clothes, given him a black eye, or humiliated him in front of the entire school, Felicia's laugh made it all better. He felt at peace with the world because he knew that she was his entire universe. His love for her was unwavering, unconditional, and everlasting.

Soon after, the waiter came back with the branzino, which looked like uncooked fish. Aside from the fish, the waiter also brought back the Spider-Sense and the Cat-Scent. The waiter looked at their faces and asked "Is there a problem with the food?"

"No." Peter said, truthfully. "It's fine."

"Alright." he said and he walked away, taking the scent and sense with him again. Peter looked at his fish, asking himself _First off, what was going on with my Spider-Sense? Second, how the hell do I cut this thing?_

Felicia, on the other hand, brushed off her suspicions and stared peculiarly at her fish with wanting eyes. She licked her lips, and was just about to eat the fish using her hands when Peter looked up at her and asked "Felicia? What are you doing with that fish?"

Awkwardly, she set her fish down and said "I'm sorry. I don't know what came over me."

That was the truth. She had no idea as to why she would pick up a raw, uncooked fish with her bare hands in a public restaurant and eat it. Normally, she would've eaten it like everyone else, but something in her head had told her to just ignore the rules and live a little more freely. After a few minutes, Felicia came to the conclusion that her altered DNA was not only affecting her body, but her mind as well. She realized that she needed to be in more control of her instincts, or else they would get the better of her.

* * *

The waiter had walked into the bathroom and checked for anyone occupying the stalls or urinals. After he had done so, he locked the door shut and pulled out his cellphone. While he was dialing the number that he wanted to call, he yanked at his hair and pulled his face off, revealing the silver-helmet of the Chameleon.

"Sergei, it's me." Chameleon said.

"Hello, Dmitri." Kraven said. "Did you find our runaway prey?"

"I think I have." Chameleon said, and he explained to his brother about the two teenagers that had come on a date, and how the girl was making strange sniffing noises and had picked up a raw fish with her bare hands and almost ate it.

"Most unusual." Kraven said. "I think that she's the one. However, I am concerned as to what extent that the cross-species genetics has affected her."

"As am I, but she'll be alright. The Kingpin told me that animal instincts was a side-effect of the serum, just like in the one used on you." Chameleon said.

"Yes, but that serum was only temporary. For her, this is permanent." Kraven reminded him.

"I know," Chameleon said. "and I think that we can utilize this to our advantage."

"What do you mean?" Kraven asked.

"I mean that we can use her animal instincts to lure her into a trap." Chameleon said.

Kraven liked the sound of this idea and said "Brilliant plan, little brother. Father would be proud. Now, did you manage to locate the Spider?"

"Not yet," Chameleon said. "but I have a strange suspicion of the boy that was with Hardy. I'll look into it further."

"Excellent. Goodbye, Dmitri." Kraven said.

"Likewise, Sergei." Chameleon said, and he hung up the phone.

Chameleon had pulled off his waiter's uniform to reveal his usual black suit, and he put on another face, this time of an average Caucasian male. As he unlocked the bathroom door, he saw that both Peter and Felicia were already gone.

* * *

_Chapter 32: The Hunters and the Hunted_

Friday, 8:45 PM

"Sergei, I've lost sight of them." Chameleon said over Kraven's earpiece. He responded by saying "No matter. I will catch them myself."

Kraven, who stood on top of a building, pulled out a small vial containing a strange, blue liquid and drank from it. This serum enhanced human capabilities, but only for a limited amount of time. Using the senses that came with it, he was able to trace the familiar scent of a tiger roaming freely in the jungle, something he cherished during his hunts deep in the Congo.

But this wasn't the jungle, and his prey certainly wasn't a tiger...

* * *

Peter, with Felicia on the back of his moped, rode back towards her apartment. He was still befuddled with her sudden change of behavior. He had known her all of his life, and she _n__ever _acted this way before. Why in the world would she pick up a fish? Why did she decide to start weightlifting? Why did she sound so strange lately? None of it added up.

"Thanks for the ride, Pete." Felicia said when they arrived at her apartment entrance. "I had a good time, except for, well, you know..."

"Hey, it's alright." Peter said. "But if there's something you need to tell me, don't hesitate to do so. I'm always here for you."

"I'm fine, but thanks." she said. "Goodnight, Pete."

"Goodnight." he said, then he rode down the street towards his own apartment.

* * *

Kraven watched the two from above. As Felicia was walking into the building, he first thought that the best course of action would be to engage her head-on. End it with a quick confrontation. But then he remembered what Dmitri had told him about utilizing her instincts to their advantage. He also recalled from his hunts when he would lure the mother lioness to him when he attacked her cubs.

"Hmm... yes." Kraven said, observing Peter while he was riding away and his hyena-grin forming on his face.

* * *

_Just my luck. _Peter thought, caught in the middle of a traffic jam. _This wouldn't be a problem if I was web-swinging..._

Suddenly, his Spider-Sense went of like crazy. It seemed somewhat similar to when he was at the restaurant with Felicia, near that waiter. But it wasn't the same. The danger was imminent.

He ducked down quickly and an arrow flew past his head. He turned around to see a muscular man in a tiger-outfit standing atop of a building, holding a crossbow. Realizing that his life was in danger and in public, he began to ride as fast as he could, weaving in-and-out of traffic. The man ran like a madman on the buildings, repeatedly firing arrows at him. Using his spider-like reflexes, he was able to avoid getting hit by the arrows. He was still trying to figure out who this guy was and why he was shooting at him, but for the moment he was trying to focus on not getting hit.

Kraven continued pursuing Peter through the streets of Manhattan, and was wondering why his accuracy was so far off. He first thought that it was just the fact that he had a fast-moving vehicle, but he remembered that Dmitri had told him that he was suspicious of this boy. Kraven tried to keep this in perspective while at the same time trying to at least blow out the tires.

They had not remembered that they had passed by Felicia's apartment again.

* * *

Just as Felicia was about to get ready for bed, her senses were picking up a nearby threat, but the danger wasn't heading towards her. She looked out of her window and saw what looked like a large man trying to shoot somebody with a crossbow. The other man was riding on a moped, desperately trying to get away from him.

_Peter!_

Felicia quickly ran towards her closet and pulled out her costume. After putting her mask on, she turned her hair white and leapt out of the window, firing her grapnel into the nearest building and began swinging towards the danger.

* * *

Peter continued riding away as fast as he could, but Kraven just kept on coming. At one point, he turned his head back and said "Hey, Legolas! Quit it, will ya?"

Kraven became frustrated and said "You dare mock the World's Greatest Hunter with your immature jokes of this 'Lego-lass?'"

"Alright, then? What shall I call you then? Robin Hood? Green Arrow? Hawkeye? No wait, that one's taken. Oh, I got it: Daryl Dixon!"

"Mudak!" he shouted, and continued firing his arrows.

After a couple of minutes of more riding and more shooting, one of the arrows managed to hit Peter's back tire and he fell off, leaving him with no method of transportation. Quickly, he got up and started running, and it seemed to be much faster than riding that bike. Kraven kept on pursuing, and eventually he forced Peter to run in front of a large commercial truck. Because he was concentrating hard on not taking an arrow to the knee (no pun intended), he would've been squashed like a, well, spider if it weren't for someone swinging in at the last moment saying "Gotcha!"

It was the Black Cat. Gripping onto him tightly, she swung towards a rooftop and set him down.

"You really got to be more careful out there." she said, placing her hand on her hip.

"Sorry, it's just that there's this maniac who's trying to put arrows in my skull chasing me!" Peter said. He then realized that she had never associated with Peter Parker (or so he thought) and only Spider-Man, so, trying to be as low-key as possible, he said "Thanks. Say, aren't you the Black Cat?"

"So I'm told." Cat said. "Why? Do you plan on handing me into the cops?"

"No, not at all! I'm just a big fan of the work that you and Spider-Man do for all of us. We really appreciate it!" he said.

"Well, you'd be the first." she said, rather unenthusiastically. "Now, where's this guy that was trying to kill you?"

"Here!" Kraven yelled, and both Peter and Cat turned to face their predator.

"Who are you?" Black Cat asked, extending her claws. Under his breath, Peter said "Cool!"

"I am Kraven, the Hunter. And I believe I see my prey, longing for their inevitable demise!" he said. He then pulled a spear out from the sheathe on his back and gave another hyena grin.

"You may want to back up, kid." Black Cat said. "This may get a little messy."

"Alright." Peter said, and he ran off to go change into Spider-Man.

Kraven lunged forward and attempted to impale Black Cat with his spear, but she successfully dodged the attack by jumping up over him and clawing his back, leaving a row of scratch-marks in his tiger-vest. He let out a minor scream of pain, but quickly returned his focus to the battle. He lunged again, this time managing to get her through her right arm. She let off a minor scream as well, but she kicked Kraven back, pulled the spear out, broke it in half, and watched her wound heal itself at a rapid rate. In awe, Kraven asked "How were you able to do that?"

"It's called regenerative-healing, Kraven. Yeah, it's kind of new." she said, in her nonchalant manner.

"Well, that will make the hunt all the more interesting!" he said, and he leapt forward, on all-fours, tackling her to the ground. Black Cat tried to wriggle her way out of Kraven's grasp, but he was just too strong for even her strength.

"Now, the Kingpin said to bring you in alive, but I just want to see how this hunt plays out, Ms. Hardy." he said menacingly.

Cat understood what was going on now. Fisk had been spying on her all this time, waiting for her to pop up in public. Then, when they saw her with Peter earlier that evening, they confirmed him as a target so that Kraven could lure her into the open and bring her back to Fisk, where he would use her blood to replicate the super-soldier formula.

By a brilliant stroke of luck, she then noticed a red-and-blue figure appear behind Kraven, and she said "Well, all I can say is that you are in for one hell of a disappointment."

"What do you mean?" he asked, and then Spider-Man came from behind and web-yanked him away from Black Cat, sending him flying into a nearby electric-box.

"You really got to be more careful out here, Cat." Spider-Man said.

"Thanks, Spider. Hey, how'd you get here so quickly? And where's the kid?" Black Cat asked.

"It was a slow night for me until I saw _this _happening. And Parker? That kid takes my pics for _The Bugle_. Don't worry, I got him to safety." he said.

Kraven got back up from the blow that he had been dealt, and said "The Spider! Now I can claim _both_ of my trophies!" He then pulled out two razor-sharp daggers from two sheathes on his belt and readied himself for another fight.

Spider-Man was wondering what he meant by "both of his trophies," but realized that he wasn't going to get any answers out of this guy. He stuck out both of his arms and attempted to yank the knives away with his webs, but Kraven moved out of the way and lunged forward to stab them. Fortunately, they were able to dodge the blades just in time, and Kraven, in a rage, decided to take a few swings at the both of them. Spider-Man performed a successful counter-attack and landed an uppercut on his lower-jaw, sending him flying into the air, dropping the knives. When he landed back on the roof, he felt that the effects of the serum were quickly wearing off. In haste, he began throwing quick punches at Spider-Man, and managed to hit him right across the cheek, leaving a bruise-mark on his face under his mask. Black Cat stopped Kraven from landing another punch by launching her grapnel at his arm and pulling back. She then used her claws to slash his face, leaving two marks to join the others. As Kraven fell to the ground again, Spider-Man regained his focus and used his webs to stick him there. The effects of the serum had worn off completely.

"How?" Kraven asked. "How is this possible? I'm the master hunter!"

"Well, not anymore, it seems. On the bright side, I hear that you are a lucky contender in the annual 'Best Prison Facial-Hair' contest!" Spider-Man mocked.

"You _dare _try to insult Kraven, the all-powerful hunter? You, such a pathetic insect like yourself, dare to-"

Black Cat rushed forward and grabbed hold of his tongue mid-sentence, saying in her oh-so-sweet voice "Oh, I'm sorry. Cat got your tongue?"

"First of all, spiders are _arachnids_. It's Biology: 101. Second, yeah I do. Third, tell us about what you were planning on doing with Parker."

As Black Cat let go of his tongue, Kraven said "Ha! You'd think I'd ever tell you? Ha, ha, you're even more gullible than the Kingpin said you were."

"The Kingpin." Spidey said to Cat. "It always leads back to the Kingpin, doesn't it?"

"He's looking for the both of you. He wants to harness your capabilities and create his own army with them." Kraven said. "He'll never stop until he has complete control over New York."

"Building an army, huh?" Spider-Man asked. "What did he offer you in exchange for our hides?"

"I take this serum which amplifies my abilities, but it wears down over time, like it just did in our fight. The Kingpin offered me limitless power to come from the research on your bodies, especially yours, 'Black Cat.'"

"Hmph, we'll see about that." Cat said.

"Anything else?" Spider-Man asked.

"Yes. He was going to give your DNA to my brother's employer when he was finished. For what and to who remains a mystery to me." Kraven said.

"I think we have everything." Spider-Man said, then he webbed his mouth shut. As they left when the police arrived, they touched down on another rooftop to discuss their next move against Fisk.

"Building an army of super-soldiers. Where have I seen _that _before?" Spider-Man said sarcastically.

"I'd say lets keep cracking down on his operations and keep the pressure up. If we can gather enough proof, we can get the public to side with us again and put Fisk behind bars." Black Cat suggested.

"Solid plan. I think I'll keep that Parker kid in tow so that he can take pictures of the crimes we bust." Spider-Man said, thinking of himself in the third-person. "But I have to ask you three things: One, why does Fisk want your DNA so badly?"

"It's, well, unique. Like yours." she responded.

"Okay. Second, what's your connection with Fisk? You never told me and it seems that you two have a history together."

"To be honest, it's a long story. It's more of a personal issue, really." she said.

"One of those things, huh?" Lastly, he asked "Third, who are you? For real?"

Cat thought about it for a moment, and realized that maybe, just maybe, he had some sort of right to know at this point, considering what they had done together so far. But, in the end, she decided against it.

"In time." Cat said, and she was gone in the blink of an eye.

* * *

_Chapter 33: Crackdown_

Thursday, 9:00 PM

Spider-Man and Black Cat had spent the past couple of weeks stopping Fisk's criminal operations throughout the city, trying to get enough information to put him in Ryker's. They had intercepted multiple street drug-deals, bank robberies, carjackings, and murders, and each one was photographed (anonymously) by Peter Parker and reported by Whitney Chang over the news. In addition, Matt Murdock (aka Daredevil), a blinded-but-skilled criminal-justice attorney with a personal vendetta against Fisk, was visited the other night by Spidey and Cat, who presented information regarding the Kingpin's illegal activities.

"This is some pretty solid evidence." Murdock said, running his hand over the braille versions of various shipping manifests and personal instructions. "I'll start working on a case for this. It would be better if you had some pictures, though."

"Well, you're in luck. I had a freelance photographer, Peter Parker, take these pictures of the crimes just as we were apprehending them." Spider-Man said, holding out the photos to him. "But, please, don't bring up his name in your case. I chose him because he's freelance, hence his name isn't printed in the papers. For his own safety, I'll handle bringing in the images."

"Alright," Murdock said. Trying to not give away his sonar-hearing abilities to them, he said "I'll have my partner Nelson look over these tomorrow. And don't worry. I'm on your side."

"Thanks." Spider-Man said, and he and Cat made their way back into the city.

Now, they were looking overtop of a large alleyway, where they got wind of someone called "The Chameleon" bringing in a stolen shipment of Oscorp weaponry. They looked down and saw crates being unloaded from one truck onto another, but there wasn't a single person who stood out as the leader.

"I guess he's not called 'Chameleon' for nothing." Black Cat commented.

"Wait." Spider-Man said. "I think my Spider-Sense is picking up something."

"'Spider-Sense?'" she asked.

"Long story. Wait, there!" He pointed at a guy with black hair unloading the crates with the rest of the men. Something about his Spider-Sense told him that he had encountered this guy before, but he didn't recognize the face.

"See those crates over there?" Cat asked, and they both turned to see a large crate being carried over to the truck, reading "Seismic Harness Construction Resource." Underneath the label, the acronym was shown: "SHCR."

"Shocker?" Spider-Man asked.

"What's that?" Black Cat asked.

"Uh, yeah. Shocker was this villain that I fought a while back. He used these special gauntlets that could flip trucks and demolish walls. I had no idea that his tech came from Oscorp."

"Well, you learn something new every day." she said. "Now, do we have some sort plan of attack?"

"That _is _my plan," he said. "Attack."

"Brilliant deduction, Einstein!" Cat said sarcastically, and the two of them jumped off the building and caught the attention of the criminals.

"Hey! It's the Spider and Cat!" one of the men said to his associates. "Get 'em!"

Spider-Man and Black Cat charged into the swarm of thugs and began punching and kicking them randomly. When Spider-Man had broken one's jaw, another one pulled out a handgun and prepared to shoot. Thinking quickly, Black Cat used her grapnel to pull his arm back, and the bullet left the gun and hit one of the men in the leg, causing him to fall and scream in pain. As Cat sliced through one of the men's baseball bats with her claws, another guy had pulled out a shotgun from one of the crates. Just as he was pumping it, Spider-Man saw this and yanked the gun away and broke it in half.

After a few minutes of intense fighting, Spidey and Cat, victorious, looked at the group of criminals' faces. Somehow, the Chameleon wasn't with them, even though he was just there. Suddenly, his Spider-Sense went off and picked up the Chameleon's trail. He was trying to escape the alley, but Spider-Man tripped him with his webbing and pulled him back. When he was close enough, his Spider-Sense was telling him that this was the guy he had just seen, but it was a completely different face, one with red hair.

"So, 'Chameleon,' what are you? Some sort of shape shifter?" Spider-Man asked.

Chameleon pulled at his hair and removed his face-mask, revealing his silver-helmet.

"No, Spider-Man." he said. "That's what I make people think."

"Okay, so why don't you take off your helmet and we can settle this man-to-man? Well, more like man-to-spider."

"Why don't you take off yours, Mr. Parker?" Chameleon asked.

Spider-Man was in absolute shock. He couldn't believe what he was hearing. How had he been able to deduce his secret identity?

"I don't know what you're saying." he said, in denial.

"Are you sure?" Chameleon asked in a sinister tone. After pausing for a moment, he continued. "I know who you are and I know what you can do."

As Spider-Man pulled his fist back, Chameleon said "Go ahead. Knock me out and leave me for the police. I'm sure they'll be happy to learn whether or not Spider-Man and Peter Parker coexist. They'll hunt you down. If you want me to keep my mouth shut about this, please, allow me to elaborate."

"Alright, then," Spider-Man reluctantly agreed. "Who are you? What's your real name?"

"My name is Dmitri Kravinoff. I'm sure you remember my brother, Sergei." Chameleon said.

Spider-Man thought about it for a moment, and said "You mean Kraven the Hunter, right?"

"The one and only." he said.

"Why were you coming after me and Cat?" he asked.

"We were hired by Wilson Fisk to track you two down. He requested that she be brought in alive and you either way. He would kill you anyway, seeing as you disrupted many of his operations and killed Dennis Carradine." he said.

"Here's a newsflash for you: I did not kill Carradine. That was an accident. Even if I did, he was still a criminal and a murderer." Spider-Man angrily said.

"It wouldn't have mattered to you whether you killed him or not. As long as your Uncle Ben's killer is dead, then your problem is solved!" Chameleon said in a sadistic tone.

Spider-Man was full of rage and was thinking about snapping his neck, but he still needed answers from him. "How were you able to figure out who I was?"

"I originally had no idea. Once I started to track you two down, I saw you acting suspicious at the Lure Fishbar." he said.

Spider-Man remembered that night, and whenever the waiter came by, his Spider-Sense would go crazy.

"You?" he asked, mesmerized. "You're the waiter?"

"Indeed I was." Chameleon said. "I consulted with Kraven about my suspicion, and he decided to hunt you down himself. A little foolish on his part, if you ask me. He always had this sense of arrogance and overconfidence."

"You had suspicions, but how did you confirm it?" Spider-Man asked.

"I consulted with my employer, a man much more powerful than the Kingpin." Chameleon said.

"What?" Spider-Man asked, wondering who would hold more power than Fisk. "Who?"

"We do not speak his name." Chameleon said. "Even if I knew, I am forbidden to speak it aloud."

"Who's 'we?'" he asked.

"I will never tell." he said.

Spider-Man, frustrated, said "At least tell me what he told you."

"After I confessed my suspicions to him, he seemed to know absolutely everything about you. Your name, where you lived, where you worked, who you were close to, everything. He even knew what happened at Oscorp." he said.

"How?" Spider-Man asked.

"He did not reveal that to me." Chameleon said.

"Does Fisk know?" he asked.

"No, I did not reveal that to him, nor do I intend to." he said.

Spider-Man moved onto another topic. "Why does Fisk not care whether _I'm_ alive or dead but cares if Cat is?"

"He has his vendetta against you, and my employer wanted your body after Fisk was done with his research. As for 'the Black Cat,' if that's what she calls herself, she has something that belongs to Fisk."

"What would that be?" he asked.

"Her DNA." Chameleon said.

"What?" Spider-Man said, taken by surprise. "Why? What happened?"

"Fisk performed medical experiments on her, which gave her superhuman capabilities, comparable to yours."

Spider-Man knew already that Black Cat and Fisk had some sort of history, but he never knew that he was the one that gave her powers.

"Okay, then tell me this: why has she been helping me take down his operations?"

"Oh, Parker, if only you knew..."

"If only I knew what?" he asked.

Chameleon laughed at his question and said "You may not realize it now, but you know more about her than you think."

"Who is she?" he demanded.

"I'll let you figure that out on your own, and you won't be happy with what you find... or will you?" He then started laughing maniacally, then Spider-Man asked "Is that all?"

"I'm afraid so. I'm pretty much worthless at this point, so throw me in jail. I won't say a word to anybody."

"That's right, you won't." Spider-Man threatened, then he webbed him to the ground to await police custody.

As he made his way back to Black Cat, he had so many thoughts running through his head: Who was Chameleon working for? How did their leader know who he was? What did Fisk do to Cat? Who is Cat?

"Ah, Spider. Did you catch him?" Cat asked.

"Yes. I left him stuck to the ground and learned some _very _interesting information." Spider-Man said, arms crossed.

"Like what?" she asked, curious.

"Oh, nothing much, really. Just that Chameleon is Kraven's brother, he wants our DNA to build an army, and the fact that the Kingpin was the one that gave you your powers. Care to clarify?" Spider-Man asked.

Black Cat's eyes widened in fear. She hadn't told Spider-Man because she wanted to gain his trust in taking the Kingpin down. She feared that if she told him, he would figure out that she was Felicia Hardy and not work with her. Trying to come up with a good excuse, Cat decided on telling the partial truth.

"Okay, you win. Fisk was the one that gave me my powers, but it was against my will. I'm doing this for revenge. I didn't tell you because I thought that you wouldn't trust me, and I still need your help." she said, hoping that it was good enough to stop him from asking any more questions.

"Alright, I believe you," Spider-Man said. "but I still want to know who you are. Chameleon said that I know more about you than I think. Who are you?"

"I-I can't tell you." Cat stammered.

"Why not?" he asked.

"Because there are people in my life that I care about a lot, and I don't want to risk them getting hurt." she said. "Can't you understand that?"

"Yeah I do, actually." Spider-Man said, thinking of how he keeps his identity a secret to protect those close to him: Aunt May, Harry, Eddie, Felicia...

"Anyway, if you're done interrogating me, there's something that I'd like to show you." She led him to the crate with the SHCR tech, and she opened it to reveal two gauntlets, both of which resembled those that Shocker wore.

"If we're going up against Fisk anytime soon, we're gonna need these." Cat said.

"Then we'll use them tomorrow night." Spider-Man said.

"What?" Cat asked, surprised. "We're going to Fisk Tower tomorrow? Are you sure that we have enough proof?"

"Counting this shipment, we'll have more than enough for Murdock." Spider-Man said. "Besides, it's time for Fisk to get his just desserts."

* * *

_Chapter 34: Assault on Fisk Tower_

Friday, 10:00 PM

Black Cat made her way over to Hell's Kitchen, and waited on a rooftop opposite Fisk Tower for Spider-Man. Bored, she checked the SHCR gauntlet on her left arm to make sure that it was secure and ready to use. Afterwards, she checked the time on her phone, which read 10:08.

_Where the hell are you, Spider?_

She felt a light tap on her shoulder and, with reflexes quicker than lightning, nearly clawed Spider-Man's face off (if not for his Spider-Sense, of course).

"Jesus, Spider! I could've _killed_ you!" Cat shouted.

Spider-Man instantly started rolling on the rooftop, laughing uncontrollably.

"What? What's so funny?" she asked.

He pointed at her and said "You should've seen the look on your face!"

"Very mature, web-head." she said, rather irritated. "How were you able to sneak up on me?"

"Well," he started to say, getting up. "it's because I- because I-"

"What?"

"_Because I'm_ _Batman!_" he said in his Christian Bale impression.

"Ugh," Cat groaned. "let's just get this over with. Do you have your gauntlet?"

"Yes, I do." Spider-Man said, holding up his right arm to show the device.

"Good, because we're going in now." she said, fists raised.

"So, how should we go about doing this? Stealthily?" he asked.

Black Cat gave him a quizzical look and replied "Screw stealth. We're going in guns-a-blazing!"

"Are you sure that that's the best course of action?" Spider-Man asked.

"Are you staring at my chest, Spider?" Cat teased.

"I- uh, no. W-why would I do something l-like that?" he nervously answered.

"It's yes for both, in case you're wondering." she said, then she jumped off the building and stood by the front doors. Sighing, Spider-Man followed her, and the two walked through the doors together. This time, there was a different concierge at the front desk than the one before, and he said "Hey! You shouldn't be in here!" He then tried to reach under his desk to push the alarm button, but Spider-Man quickly restrained his arms with webbing before he could do so.

"Hello." Black Cat said as she placed her arms on the desk. "I have an unscheduled appointment with Mr. Fisk about his coffin measurements."

"Whoa!" Spider-Man said, still holding the concierge down. "No need to be cruel here! I'm pretty sure that we picked the right size."

"You- you can't be in here! I'm calling the police!" he shouted.

"And how are you going to do that while my webs are holding you down?" Spider-Man mocked.

"L-let me go!" he shouted, and Spider-Man webbed his mouth shut. Grabbing the elevator key, he asked Cat "So where to now, my feline femme fatale?"

"He's most likely cowering in his office while a hundred guys armed with assault rifles are standing at the elevator door, waiting for us to come." she said.

"Piece of cake." he said, and they both took the elevator up to the office of the Kingpin.

* * *

When they arrived at Fisk's office, Spidey and Cat saw that it was completely deserted. When they walked forward and started to investigate his whereabouts, steel doors popped up and covered the elevator, doors, and windows.

"Dammit!" Cat shouted. "He knew we were coming!"

"Indeed I did." Fisk's voice boomed over the intercom. "Did you think that you could just waltz into my building and expect me not to be prepared?"

One of the doors opened up, and Flint Marko and Alex O'Hirn came running in holding assault rifles. Then, the door shut again.

"Well, shit." Spider-Man said.

"Alright," Marko said. "put your hands in the air where I can see 'em!"

"Gladly." Cat said, and she fired a quick concussive burst from her gauntlet, leaving the two henchmen unconscious.

"Wow," she said in awe. "these things pack quite the punch!"

"Don't get trigger-happy. We only have a limited number of shots and these things can kill." Spider-Man reminded her. Afterwards, his eyes wandered over to Marko's rifle, which he identified as an M4 Carbine with an M203 grenade launcher attached. Suddenly, he formed a crazy plan inside his head.

"Oh yeah!"

"What?" Cat asked.

"I've always wanted to do this." he said, and he walked over and picked up the rifle. Black Cat was shocked by his actions and nervously asked "What do you think you're doing? I thought your rule was no killing!"

"It is," he said. "I just want to blow the door out with this."

"I can't watch." she said, and she placed her gloved hand over her eyes as Spidey pointed the gun at the door and, in his best Al Pacino impression, said:

"_Say 'ello to mah leetle friend!_"

The door blew out, sending some of the men that were waiting for the two of them flying, and a thick cloud of sulfurous smoke hung around the area.

"Way to go, Scarface." Cat said sarcastically.

"Hey, I had to do it. Besides, no one died." Spider-Man pointed out.

"Whatever, Spider." she said, and they ran into the smoke-filled room together. At the same instant that they recognized it as the Kingpin's laboratory, they saw at least a dozen or more guys standing there, waiting, holding rifles and machine guns.

"Alright, I surrender!" Spider-Man said, raising his hands and walking forward. "I give up. You got us. I never thought the day would come that I would be cap- PSYCHE!"

He fired a quick burst from his gauntlet, sending three guys flying, and jammed two guns with his webbing. He then rushed forward, jumped, and kicked one of the men in the face, sending him to the ground. Another guy came behind Spider-Man and attempted to hit him with the butt of his gun, but Black Cat reacted quickly enough by running forward, sliding on the ground between his legs, and used her claws to scratch his ankles, causing him to fall in pain. One of the guys that Spidey knocked aside from his seismic blast had managed to get far away enough from the main scuffle to start shooting randomly into the horde of fighters. Luckily for him, none of the bullets hit his comrades, but Cat took one to the leg and fell to the ground. The other guys took their chance and started beating on her while she was down. While her healing-factor was keeping her alive, Cat knew that if she took too much damage too quickly, her body would give out and die. As Spider-Man had subdued another thug, he saw what was happening and fired another seismic blast at the thugs beating her. When they saw that everyone was down on the ground, Cat had gotten up and pulled the bullet out of her leg.

"How many more times can I get shot by these guys?" she whined, watching her leg-wound heal itself.

"You're welcome." Spider-Man said.

One of the men had gotten up and started running away from the two of them, but Spider-Man tripped him with a webline and pulled him back towards him and Black Cat. The man was Adrian Toomes, the Kingpin's personal scientist that sort-of resembled a fragile bird, almost like a vulture. When he was pulled close enough, Cat grabbed onto him and wrapped her arm around Toomes' neck. She then reached into his back pocket and pulled out the gun that he had and pointed it at his temple. She then shouted "Alright Fisk, show yourself or I put a bullet in his brain!"

"Anything for you, my dear." Kingpin's voice boomed over the intercom.

A large door to the side opened, and there stood Wilson Fisk, the Kingpin of Crime himself, holding his golden staff in both hands. He had a devilish grin upon his face, as if he had won something. He slowly walked forward and said "Well, if it isn't both Spider-Man _and _the Black Cat! I'm glad that you could make it here on such short notice. Let me be the first to congratulate you two for breaking into my building, jailing my men, stealing my coke, stopping the Kravinoffs, busting my businesses, and ruining my reputation as an upstanding leader in New York."

"'Upstanding?'" Spider-Man asked. "You're nothing but a thief, a criminal, a murderer, a vandal, and a manipulator. Not to mention a glutton."

"Don't call me that!" Kingpin yelled. "Now, let Toomes go, or you'll deeply regret it."

Black Cat smirked at Kingpin and hit Toomes over the head with his gun, knocking him out. Her face then became full of rage as she dropped the gun and lunged, claws extended, straight at Fisk, who had raised his staff and fired a green plasma-beam from the top. Spidey and Cat had managed to avoid the beam, but that didn't stop the Kingpin from trying again. When he fired another beam, Spider-Man dodged it and sprinted towards him, managing to land an uppercut on his jaw. However, Kingpin quickly recovered from the blow that had been dealt and hit Spider-Man in the head with his staff. Spidey then started to repeatedly punch him in the stomach, but this proved to be ineffective. Black Cat managed to get behind Fisk while he was dealing with him, and wrapped her arms around his neck and started to dig her claws in. Kingpin then elbowed her off with great force, causing her to go flying into the wall. As she was trying to pull herself out, she saw the Kingpin walking towards her, his staff glowing with the strange energy. Spider-Man, having regained proper balance, shouted "Here!" while holding out his arms. Cat knew what he was intending to do, so she threw her SHCR gauntlet to him and he caught it with his webs, attaching it to his left wrist. As Fisk was about to fire his staff, Spider-Man had raised both of his arms forward and released the last two seismic bursts onto him.

"Argh!" Kingpin shouted in pain, and he fell to the ground as his staff rolled away. Cat, after managing to pull herself out of the wall, walked over to Toomes' gun and picked it up. As Fisk started getting up off of the ground, she fired two shots from the gun at his legs, causing him even more pain.

"Cat what are you doing?" a confused Spider-Man asked. "I thought that the rule was no killing!"

"Maybe for you," she said, sounding more sadistic with every second. "but for me, I only have to do it once."

She crouched down to a wounded Fisk and pointed the gun at his jugular, saying "You're going to pay for everything you've done to me."

Fisk managed to laugh at her threat and asked "Really? Are you sure that you have the stomach for this, 'Cat?'"

"You are nothing but a monster." she said coldly. "All you do is steal and kill without any regard for others. No one will mourn your loss." She didn't realize it at the time, but there were tears running over her mask and down her face.

"Cat, wait!" Spider-Man pleaded. "Don't shoot him!"

"No, go ahead. Do it. You'll get your satisfaction. Do what you were _made _to do!" Fisk said, his tone more demonic than ever.

"You're right, Spider," Cat started to say, and she put down the gun. "I won't shoot him. That would be too quick, too painless."

At these words, she extended her claws to what she believed was the sharpest they've ever been.

"I'm going to tear you apart, piece by piece, and watch you scream in agony, and then, when you want me to end it, make all of the pain stop, you'll beg for my forgiveness, and then I'll give it to you."

As she raised her arm up and prepared to cut him up, Spider-Man fired a webline to restrain her and demanded "CAT! STOP!"

Overcome with hate, she turned to face him and shouted "Do you have any idea of what he's done to me? What he did to my life? He took the things precious to me away, forever! Do you know what that feels like?"

Spider-Man paused for a moment and thought about the deep meaning in her words. He understood what she was talking about, perhaps all too well...

"I do." he said, somberly. "I really do. Someone important in my life was taken away from me. I lost someone special to me for no reason at all, except that it was my fault that it happened. Just like you, I had an opportunity for revenge. I had the guy who did it cornered, helpless. I could've finished him off right there, but I realized, when I looked into his eyes and saw who it was, that it wouldn't have changed what happened. That it was still my fault. And worse yet, I would've become the same kind of person as the man who took him from me. He always told me that I could choose to be whatever man I wanted to be, but that I had to be careful with my choices. I chose not to kill him, but he still ended up dead. I thought that it would bring me some satisfaction, but all I felt was emptiness inside. Right now, _you _still have a choice, Cat. You can either choose to be like Fisk or something better: a menace or a hero. Your choice."

Black Cat's anger and hatred quickly left her, and she turned to face the Kingpin. She could see the fear and terror in his eyes and soul. Would killing him bring her father back? No, it would not. Would it bring back the lives of others that he's claimed? No, it would not do that, either. Would it reverse the experiments performed on her that gave her powers? No, it wouldn't do any of these things.

Cat retracted her claws and said "I guess you know me better than I thought, Spider. Come on, let's get the police over here."

* * *

_Chapter 35: Revelations_

Friday, 11:30 PM

Spider-Man and Black Cat were sitting on a building opposite Fisk Tower, their feet dangling off the side, and were watching Wilson Fisk and his criminal syndicate quickly falling apart. They had left anonymous phone calls to the NYPD and Matt Murdock (although he remembered who they were), explaining what had happened earlier that evening. They saw Fisk, in handcuffs, being escorted by SWAT officers into one of their vans. While this was happening, Captain Stacy, Lieutenant DeWolff, Stacy's co-captain John Barbara, and Murdock were watching him walk to his inevitable fate. Using their superhuman senses, Spidey and Cat were able to catch what they were saying.

"Shall I read the charges, Murdock, or do you want to?" Stacy asked.

"Do I have the legal jurisdiction to, Captain?"

"Yes, you do. After all, you've been working against Fisk for so long, we at the NYPD thought that you deserve the opportunity." Stacy said, patting him on the back.

"Thank you, sir." he said. "_Wilson Fisk: you are under arrest for murder, federal theft, possession of illegal substances, insurance fraud, tax evasion, bribery, arson, association with known-criminal syndicates, and, personally, being a real pain in the ass._"

"You can't do this to me! I demand a fair-trial! Get me a lawyer!" Fisk shouted.

"Oh, you'll get one, alright." Murdock smirked, and the SWAT officers closed the doors to the van. Also, all of Fisk's men, including Marko, O'Hirn, and Toomes, were being loaded into other vans that were heading straight for Ryker's.

"Well, it looks like we got him." Spider-Man said, turning his head to Black Cat.

"Yeah, we did Spider." she said, a smile appearing on her face. "I couldn't have done it without you. I just want to thank you for your confidence in me and sharing about yourself. I'm truly sorry for what happened."

They both got up and walked along the rooftop. Cat neared towards him and said "And..."

She started to lift up his mask slowly. When Spider-Man was aware of her intentions, he said "Whoa! Hey! What're you doing?" as he pulled his mask back over his mouth and chin.

"Sorry, Spider. I'm not interested in your face, I just need to lift this up a little so I can do this."

Cat had raised his mask up to the point where she could see his mouth and chin but everything else was covered. Then, she leaned forward and pressed her lips against his.

That is when everything fell apart.

While it was enjoyable for the both of them, Cat's eyes widened in horror. She stopped kissing him and walked backwards for a few steps, her breath quickly picking up.

_No, it can't be. It's impossible. This can't be happening!_

Spider-Man had realized it as well. It all made sense now: the difference of behavior, the timing, the muscles, the fact that they both had a close connection with Fisk...

It made logical sense, he just couldn't believe it.

Terrified out of his mind, he mustered what little courage he had in him and, with his mouth exposed, uttered "F-Felicia?"

For Black Cat, this had confirmed it for her completely. All the differences in him, his tardiness, the fact that Kraven was chasing him, those photos he was able to get for the Bugle...

She decided to let him finish his discovery before she confirmed hers. Slowly, she removed her mask and changed her hair back to blonde, and there stood Felicia Hardy, wearing the Black Cat's leather.

"Oh my God." Spider-Man said. He started staggering backward in absolute terror.

_No! How could this have happened? How can she be the Black Cat?_

Felicia, slowly, started walking towards him, and she said "Peter?"

Slowly, she started removing his mask, one bit at a time, until she yanked it off and saw the face of Peter Parker, standing in Spider-Man's tights.

"Oh my God, Peter!"

She dropped his mask and placed her hands over her mouth. How could Peter Parker be Spider-Man?

"Felicia, what happened to you?" Peter asked.

Felicia sighed, then said "The night my father was killed, I learned that he was a thief working with Fisk. I went to go and kill him, but he captured me and injected me with this super-soldier serum from Oscorp."

Now it made perfect sense to Peter. _That's _why she was strapped down to a metal bed. _That's _how she was able to do all of these things. Fisk wanted his own personal super-soldier, and he got it. If only he had arrived there sooner...

"I know about your father, Felicia. After I took you home, I started searching for answers in Hell's Kitchen about his killer." Peter said. "I'm so sorry that this happened to you."

"It's not your fault, Peter. Only his." Felicia said, then she asked him what was on her mind.

"What happened to _you_?"

"Well, remember that field trip to Oscorp at the end of high school?" he asked.

"Yes." she answered.

"Well, uh, while we were there, the cases of those genetically-enhanced spiders fell and one of them bit me." he said.

Felicia remembered the bug-bite that he had on his hand after they left Oscorp Tower. He said it was probably a gnat, but he didn't want her to know or worry.

"Peter, I don't know what to say."

"Don't say anything. Come here." Peter gestured her to come closer, and the two embraced for an extremely long time. They both silently cried for each other, realizing that their lives would never be the same again. They couldn't get over the fact that they had been keeping secrets from each other for the longest time, nevermind the fact that they were superheroes fighting alongside each other. Here they were, best friends, perhaps even more, both products of Oscorp's research. Like guinea pigs. They were uncertain of how to cope with themselves now, but knew that their love was never part of the question.

Here they were, the Spider and the Cat.

Everything was different now.

* * *

_Chapter 36: The Man in the Shadows_

Saturday, 3:00 AM

Dmitri Kravinoff, the Chameleon, was sitting in his cell at the Beloit Correctional Facility, his silver helmet still on his head. Although the other inmates and patients were sound asleep, Dmitri was silently playing a game of Solitaire. As he was looking for a Red Jack, he was also thinking of his brother, Kraven. Not so much that he was concerned for his safety, but envied where he was currently. Sure, he was being held at the Ravencroft Institute for the Criminally Insane, but he knew exactly who ran the place and what they did there. He'd be fine in _his _custody, but what about him?

Suddenly, lightning flashed and thunder boomed through his cell window. The barely visible moonlight shined through, resting on a pair of shoes that had appeared from the shadows.

"Good evening, Dmitri." an eerie voice said. "How are we doing?"

"Fine, thank you." Dmitri replied. "Might I ask what you are doing here?"

"I came to ask you a few questions." the voice said again.

"Wouldn't it have been more logical to wait until visiting hours?" Dmitri said, his sarcasm barely detectible.

"No, it could not." the voice said, then the shoes took a step forward to reveal the shadowy silhouette of a man with a long coat and short-brimmed fedora. Again, with his eerie tone, the man asked "Did you tell the boy the truth about his father?"

"No, I did not." Dmitri answered.

"Well, that's very good." the man said. "We'll let him be for now."

"He doesn't know who we are, but he's aware our intentions, I believe." Dmitri told him.

"Still," the man said. "We'd be so kind as to leave him alone for a while. By the way, here's your Red Jack."

Dmitri took the card from his outstretched arm and said "Thank you. Give the Baron my regards."

Lightning and thunder flashed and boomed again, and the man had vanished from the cell completely.


	4. Part 4

_Chapter 37: Explanations_

Saturday, 11:00 AM

Peter had just left his apartment and decided to take a walk around town. After last night, he needed to find a way to clear his mind and try to relax. It was hard, though, because how often do you find out that your girlfriend is a superhero, like you? Peter took a deep breath and started to push that initial thought aside. He then tried focusing on not running into anybody and looking where he was going.

Still, he couldn't get her out of his head. It was all so sudden to him. He never wanted her to become part of his crime-fighting lifestyle, but she did anyway. Perhaps it was inevitable, considering all of the abnormal things that have occurred so far.

_What is my life coming to?_

Suddenly, his phone started ringing in his pocket, and Peter pulled it out and saw that Felicia was calling.

"Hello?" he asked.

"Hey, Pete." Felicia said. "Listen, this may not seem like the best time, but could you meet me in Central Park? I just want to talk to you."

"Okay, I'm on my way. Bye." Peter said, and he hung up the phone.

* * *

Peter walked into Central Park, and he found Felicia sitting atop of Umpire Rock. He made his way up and sat himself down next to her, and then she said "Hey."

"Hey, Felicia. You okay?" Peter asked.

"I'm fine," she said, arms across her knees. "It's just that this was all so fast. Sorry I didn't tell you who I was."

"It's alright." Peter said, putting his arm around her shoulder. "I've kept my fair share of secrets, too. I understand why. I've been through what you're going through. You didn't want me or anyone else to get hurt. It's fine."

Felicia let out a sigh, then asked "Does it scare you? What you can do?"

Peter thought about it for a moment, then said "Actually, no. Not at all." He almost laughed when he said that. "What about you?"

"Well," she said. "to tell you the truth, I wasn't exactly expecting my life to come to a point where my hair would turn white and my nails would be able to slice through assault rifles."

They both laughed at her words, then she asked "What is it with that webbing stuff, anyway?"

"Well, uh, for whatever reason, it comes out of my wrists. I'm glad that it doesn't come out you-know-where." he said, and the two laughed yet again.

Now, it was time to get somewhat serious. "The person who died, that was your uncle, wasn't it?"

Neither of them spoke, but they both knew the answer.

"I'm so sorry, Peter." she said, resting her head against his shoulder. "That wasn't your fault."

"Yes it was." Peter said. "If I had stopped Carradine when I had the chance..."

"Don't think like that, Peter. Did you want him to kill your uncle?" she asked.

"No." he answered.

"Did you pull the trigger?" she asked again.

"No." he answered again.

"Then it wasn't your fault. Only his." Felicia said, and Peter felt her warmth spread throughout his body. It was a comfortable feeling, then he thought he felt several small vibrations come from her, along with her making a strange noise.

"Felicia?" he asked. "Are you- are you- _purring_?"

Felicia quickly raised her head and said "Sorry! It's my stupid animal instincts. Sometimes I can't help it, like the other night at dinner."

"It's alright." Peter said. "Just try to keep them in control a little more. I know _I_ had to."

"What do you mean?" she asked.

"Well, when I first got my powers, I actually was tempted to- I can't. It's too embarrassing." he said.

"Come on." Felicia said "You can tell me."

"You'll laugh." he warned.

"I'll try my best not to. I promise." she said.

"Alright." Peter said. "I was tempted to eat flies."

Felicia couldn't contain it. She laughed so hard that she started crying.

"Hey! You promised that you wouldn't laugh!" Peter said.

"I promised that I would _try_." Felicia pointed out.

"Well, don't make promises that you can't keep." he said.

"Why not? Those are the best kind!" she said, and they both laughed yet again.

"Oh, go crawl back to your litter box!" Peter joked.

"I think I'd rather stay here, tiger." she said.

"Hey, who's the _real _tiger here?" he asked, and Felicia replied "You're too much for me, Bug-Boy."

"Wait, what did you call me?" he asked. She leaned forward and was going to kiss him, but Peter's Spider-Sense went off and he caught a football that was flying towards his head. He threw it back in the direction that it came, but the ball had passed through the bark of three trees, leaving large holes throughout the diameters.

Peter and Felicia turned their heads toward the destruction and their jaws dropped.

"Okay, let's get out of here." Peter said.

"Yeah." Felicia said, and the two started walking away from the scene before anyone could accuse them.

"Well, _that _was something." Felicia said.

"Yeah, it's called having the proportionate strength of a human-sized spider." Peter said, and his phone started ringing. "Hold on, I gotta take this call. Hello?"

"Hello, Mr. Parker. How are you today?" Captain Stacy's voice said.

"Uh, hi Captain Stacy. I'm alright. What's up?" Peter was hoping that it wasn't anything Spider-Man related. Did the Chameleon go back on his promise and tell the police of his identity?

"Mr. Matthew Murdock told me that you were the one who took the photos of the Fisk Case, am I correct?" Stacy asked.

"Yes, you are." Peter said. _Whew, that was a close one. _

"Well, at his request, you are invited to the celebration being hosted by the mayor tonight for Mr. Fisk's 50-year incarceration. He hopes that you can attend at 8:00 tonight. You are allowed to bring one guest with you. Are you available?" Stacy asked.

"Hold on one sec, I got another call." Peter said, and he switched to his second line. "Hello?"

"Parker!" Jameson shouted. "I need you to get some pictures at the mayor's ball tonight for the arrest of the Kingpin! Do this, or you're fired!" He hung up before Peter could answer, and he thought _How can he fire me if I'm freelance?_

He switched back to Stacy's line, saying "Yes, I am."

"Good. See you tonight, Mr. Parker." Stacy said.

"Okay, bye." and he hung up the phone. Felicia asked him "What was it?" and Peter answered "Do you have any dresses that you could wear tonight?"

* * *

_Chapter 38: The Party_

Saturday, 8:00 PM

Peter, dressed in a rental tuxedo, and Felicia, dressed in an elegant, white-silk dress and gloves, arrived at the front entrance of the building where the mayor was hosting his party. They walked in, arm in arm, determined to have a good time. After all, they were the ones who earned it. They were the ones who put the Kingpin behind bars, the police just didn't know it.

"Mr. Parker! There you are." Captain Stacy greeted them, accompanied by Captain Barbara and Matt Murdock. "And you brought Ms. Hardy with you. Good."

"Thank you for inviting us, Mr. Murdock." Peter said.

"My pleasure." Murdock said. "I really appreciate you getting those photographs for me. I don't think that we could've won the case without them. Thank you for helping me to achieve what I've been trying to accomplish for so long."

Murdock heard his cellphone ring in his pocket, and he answered, saying "Hello?"

After whoever was on the other line had finished talking to him, Murdock said "I'm sorry, I can't stay and chat. I have a consultant to go and meet. You know, Jennifer Walters? The criminal-defense lawyer from L.A.?"

"Yes, I remember." Stacy said. "Go and meet her. We'll be fine."

"Alright. It was nice meeting you, Peter." Murdock said, and he left.

"He seems like a nice fellow." Peter told Stacy and Barbara.

"He is, but he's got a pretty rough past. When he was just a kid, he was blinded in an accident and his father was killed by one of the Kingpin's enforcers." Barbara said, lighting a green cigar. "Sad, really. Which is why he's a strong supporter of Daredevil."

"I don't really care for vigilantes." Stacy said. "None of them. They're all amateurs that assault civilians in the dead of night. Daredevil, Spider-Man-"

"Wait, what do you mean by 'assaulting people?'" Peter asked. "I'm not sure about that. I mean, I saw all those crimes that Spider-Man stopped, trying to take down the Kingpin, and I think most people would say that he was providing a public service."

"Well, most people would be wrong, Mr. Parker." Stacy said. "If I wanted Fisk off the streets, then he'd already be off the streets."

"So why wasn't he, then?" Peter asked, and Stacy gave him a look that said _Don't tell me how to do my job. _

"Let me illuminate you, Peter. You see, we had been running an operation trying to expose Fisk for his crimes for over three years. It's called strategy. You've heard about that in school, am I right?" Stacy asked.

"Yeah, but obviously, he didn't know you had a plan." Peter said.

Stacy gave a curious glance and said "You seem to know an awful lot about this case. Do you know something that we don't know? I mean, who's side are you on here?"

"I'm not on anyone's side, I'm just the guy who took the pictures. I saw the criminals webbed up and those videos on the internet-"

"Oh!" Stacy interrupted. "You saw some guys trapped in webs and a couple of videos on the internet. Well, then the case is closed!" he said sarcastically.

"Well, no. I'm just saying if you watch the videos, maybe I could send you a couple of links?" Peter suggested. "It looks like that he and Black Cat are really trying to help."

"Oh sure," Stacy scoffed. "on the internet, they're both being made out to look like some kind of masked heroes."

"No, no, I'm not saying they're heroes. I don't think that they're heroes at all." Peter said, trying to get back on Stacy's good side.

"Then what are you trying to say?" Stacy asked.

"I'm saying that they're trying to help, and it looks like they're trying to do something that maybe the police can't." Peter said.

"Something that the police _can't_?" Stacy asked, taken aback. "What do you think we do all day? Do you think we just sit around, eating doughnuts, with our thumbs planted firmly up our asses? Is that what you think we do down there?"

"I think they stand for what you stand for, sir." Peter said, having realized that he just insulted a captain of the New York Police Department. "Protecting innocent people from bad guys."

"I stand for law and order, son. _That's _what I stand for, okay? I wear a badge. These people wear masks like outlaws in the Wild West." Stacy said, and both Peter and Felicia felt insulted. "They're not protecting innocent people, Mr. Parker. Which is why their arrest warrants are still in full-effect."

"Lighten up, George!" Barbara said, slapping him on the shoulder. "Give the kid a break! If anything, this is a good thing. Our job is to protect and serve the people, and now the people are being responsible. Isn't that our entire purpose?"

"Yes, it is, which is why it should _stay _our job." Stacy said.

"Let's get some air, Peter." Felicia said. She wasn't comfortable with the argument between her boyfriend and the police.

"Okay." Peter said, and he turned to Stacy again. "Thank you for having me here. I'm sorry if I insulted you. It was not my intention."

"You're welcome." Stacy said gruffly.

"It was nice to see you again, sir, and you as well, Captain Barbara." Peter said.

"My pleasure." Barbara said, a small smile on his face.

* * *

As Peter and Felicia walked onto the balcony on the upper floor, she said "Well, that was interesting."

"Sorry about that." Peter said. "You know, I actually thought he was going to arrest me at one point."

"No," Felicia said, resting her head against his shoulder. "I wouldn't have let him arrest you."

Peter looked down over the ledge into the streets below, then turned his neck to say "You don't believe what Stacy was saying about us, right? Vigilantes in general, I mean."

"Of course not." she said, lifting her head. "I think that we _do _provide a service to everybody. I mean, honestly, the cops have been trying to get Fisk arrested for years, but they never got anywhere close to what we did. Come on, cheer up, Pete. We did it."

"Yeah, I know, but..." Peter started to say, but stopped mid-sentence.

"But what?" Felicia asked.

Peter didn't know what to say next. Captain Stacy's words had struck him deep, leaving him questioning his life as Spider-Man. Was it truly his responsibility to use his powers to help others? Or was it not because he had no legal obligation to do so? He thought about all of the good people he had saved and the bad people that he had put away, and then he thought of the last lesson that Uncle Ben had taught him.

_With great power comes great responsibility._

Deciding to push these thoughts aside for now, Peter said "Nothing."

"Peter, something's bothering you and I know it. Please, tell me." Felicia persisted.

"I'm serious, it's nothing." he said. "I just... I really liked kissing you last night."

Felicia blushed as she looked down at her shoes. Peter continued, saying "You're an amazing kisser. You know that, right?"

She let out a small laugh, and, raising her head so that her green eyes met his blue, said "Well, you know, it was, uh, it was good for me too."

"Yeah." Peter said. "Do you wanna, uh, give it another go? We got rudely interrupted this morning, so..."

"Yes, definitely." Felicia said, and they both leaned forward and began kissing each other, her hands on his shoulder and arm, Peter's hands on the back of her waist and her cheek. They were both enjoying being in each others' company, and were deeply in love. At one point, Felicia slowly pulled back for a moment and said "You're an amazing Spider-Man. _You _know that, right?"

Peter chuckled, and then he said "To me, you are my little kitten, and you bring me good luck instead of bad."

Felicia laughed, and they both started kissing again. The warmth of being together spread throughout the both of them, causing them nothing but pure happiness and joy.

Suddenly, Peter's Spider-Sense interrupted the moment, and it was strangely familiar. He pulled away from the kiss and looked down the street where his sense was telling him which way the danger was coming from. Sirens sounded in the distance as well, and the captains must've heard them too, because Peter saw them exit through the bottom of the building.

"Can't I just have _one _perfect night?" Peter whined, and he started taking off his clothes.

"Do you want me to help out?" Felicia asked.

"No, I got this. Besides, did you bring your suit with you?" Peter asked, putting on his gloves.

"Well, no. How could I fit it in my purse anyway?" Felicia inquired.

"Good point." Peter said as he slipped on his mask, and he jumped off of the building and started swinging towards the danger.

* * *

_Chapter 39: Return of the Lizard_

Saturday, 9:00 PM

Spider-Man was swinging down the street, going as fast as he could towards the location that his Spider-Sense was pointing him to. When he got there, he saw something that he had not seen in a couple of weeks.

It was the Lizard.

The reptilian creature was rampaging his way through the streets, knocking cars out of his way while he did so. When he finally came to a stop, he was looking right at Oscorp Tower. A honk sounded, and the Lizard turned his head to face a tanker truck making its way towards him. He caught the truck with his massive claws and threw it towards a group of cars, and casualties would have been inevitable if the truck wasn't caught at the last second by a giant spider-web.

"Hey, lizard-breath!" Spider-Man called out, and the Lizard turned his head to observe the web-slinger facing him while his hands and feet were stuck to the side of a building. "How many times do I have to catch the vehicles that you throw before you give up?"

_"Get out of my way, Ssspider-Man."_ the Lizard hissed in a familiar British-accent. _"I don't want to have to hurt you!"_

"Well, when you stop throwing cars all over the place, then we'll talk." Spider-Man said.

_"Sssuit yourself." _the Lizard said, and he picked up a nearby streetlamp and threw it at Spider-Man. He got out of the way just in time as the lamp hit the wall behind him.

"Whoa! That almost squished me!" Spider-Man said.

_"That'sss the idea, Ssspider." _Lizard growled. _"You're meant to be sssquashed."_

"Not today!" Spider-Man said, performing a swinging-kick that sent the Lizard flying into an abandoned taxi. As he regained focus, Spider-Man fired two web-shots from each of his wrists, leaving the Lizard's arms stuck to the car.

_"What isss this?" _Lizard asked, observing the webs now stuck to him. It seemed similar to the Bio-Cable that Oscorp was currently developing, but it seemed stronger. Much, much stronger.

"Webbing that I developed myself. I don't think you really want to know-" Spider-Man started to explain, but no matter how strong his webbing was, the Lizard was stronger and had managed to snap the binds.

"Well, _that _happened." Spider-Man said, quite nervous that this guy could break his webs, and he went charging forward to deliver a blow to the head. But the Lizard swung his giant, green tail at him and he went flying into a nearby sedan, smashing through the windshield. When he regained his strength and got out of the car, he saw that the Lizard had vanished. As far as his Spider-Sense went, he was nowhere in the area.

_Great. I let him get away again._

Spider-Man heard police sirens in the distance, and he knew he had to get out of here as quickly as possible before Captain Stacy started shooting at him. He shot a webline right at the Oscorp building, and he began to swing away.

On his way back to the party, Spider-Man was thinking about what had occurred. Why did the Lizard sound so familiar? What was his interest in Oscorp? What was his interest in his webbing? He hoped that he could understand more right now, but sadly, that would have to wait. Luckily enough, he heard that Dr. Connors was coming back from his vacation tomorrow, so maybe he could understand more when he spoke to him next.

* * *

The Lizard headed back into the sewers and he transformed back into Dr. Connors. He had made himself a makeshift lab out of the engineers' workspace, hoping to advance his formula's effects in secret. While he wasn't officially an Oscorp employee anymore, Ratha had disappeared and Connors was allowed to come and go as he pleased. He had spent the past few weeks perfecting the serum, and he tried to test it earlier that night. He was stronger than the first time and the effects lasted for longer, but Spider-Man had intervened once again, preventing him from collecting the Ganali Device needed for his plan.

_That pesky arachnid has meddled in your business for long enough. _a voice in Connors' head said. He assumed that this voice was the Lizard trying to get through to him.

"You're right," Connors said. "Perhaps the next time we encounter him, we shouldn't be as subtle."

_Good. Very good. But try to be subtle enough to acquire the Device. _the Lizard said.

"I will." Connors said, and he went back to continuing his work. Much to Connors' understanding, or lack thereof, the Lizard was slowly taking over his mind, leaving him more reptile than man every time he used the formula. Still, he didn't care. He liked it this way, and soon, if everything went according to plan, everyone would be the same. He'd have to thank Peter sometime later, and perhaps, if it worked, _he _would be thanking him.

* * *

_Chapter 40: Tracking Connors_

Sunday, 1:30 PM

Peter walked into the genetics department of Oscorp Tower, and he saw that the laboratory was completely deserted of people. No Connors, no Warren, no Smythe, nobody. He did, however, find that the tables were littered with various books and papers, along with one containing a bunch of Oscorp-specialized syringes, each one holding a familiar, green liquid.

"Hello?" Peter called out, picking up one of the syringes and examining it closely. Upon this examination, he realized that this was the synthesized serum that he and Dr. Connors made together using his father's Decay-Rate Algorithm equation. He seemed to be making quite a surplus, but for what purpose?

Peter almost jumped when he heard a voice behind him say "It's not nice to snoop." He turned to face Dr. Connors, the man that Peter had been looking forward to speak to for quite some time.

"Hey Doc." Peter said, making himself smile so that he wouldn't appear frightened at his presence. "How are you? How was your trip?"

"It was quite... educational." Connors said, although there was something quite suspicious about the way he had said that. "In case you're wondering where everyone is, I gave them the week off. I've been gone for over a month, and they've all been working without my help, so I decided it was only fair that I take care of things myself for a little bit."

"Oh." Peter said, putting down the syringe. "That would explain it."

"What are you doing here, Peter?" Connors asked him.

"I, uh, I'm a part-time photographer for the _Daily Bugle_, and, uh, I wanted to ask you a question." Peter told him. "How would a predator track a reptile?"

Connors nearly scoffed and said "Oh, they don't. Most reptiles are at the top of their respective food chain. Kings of their domain."

"Well, they gotta have vulnerabilities, right?" Peter asked.

Connors shot him a curious glance and asked "Why the sudden interest in the cold-blooded?"

"I was just asking a question. It's for a story for the _Bugle_. Something Mr. Jameson wanted covered." Peter said, trying to dodge the question.

"Mm." Connors said, though Peter was sure that he wasn't convinced. Still, he continued, saying "So, because of the cold blood, would they react to sudden changes in temperatures?"

"Yes, but you'd have to catch one first." Connors said, looking down and picking up a small, metallic cartridge on another table. Then he switched to a different topic. "Did you know that there's a rumor of a new species in New York? Beautiful and quite large."

Peter knew he was obviously talking about the Lizard, and anyone who was passionate for herpetology would be anyway. "What do you know about it? Have you seen it?"

"No, it's not yet classified." Connors said, turning his head to face Peter. "But it can be aggressive, if threatened."

The way that Connors had said that last sentence made Peter feel uncomfortable and somewhat threatened himself. Then, out of the corner of his eyes, he noticed something strange on the right side of his neck. It almost looked like faded, green scales.

Connors could feel Peter's eyes watching him, so he turned his head to the right and began walking towards a satchel resting on a desk. When he started to sling it over his left shoulder, Peter asked "Doc, you all right?"

"Never been better, Peter. Never been better." Connors said, and then he started walking towards the door that led out of the genetics lab. "Now, if you'll excuse me, I'm afraid I'm going to have to ask you to leave. I have a new project that I'm working on. I need to be alone."

This obviously wasn't the Dr. Connors that Peter knew. He was always welcome of people, but now he was brushing them off. After he opened the door, Peter stepped out, followed closely by Connors.

"Don't you worry, Peter. I'll be back." Connors said, heading for the elevator. "Wonderful things are coming. Wonderful things."

After Connors had left, Peter was awfully suspicious of what Connors was up to, especially considering the fact that it looked like he had scales on his neck, but he wasn't sure what he saw. He needed proof. When he entered the lab again, he heard a strange growling noise come from the inside, and he saw a glass incubator meant for mice at the very end. When he got close enough, Peter saw that one of the corners was shattered and covered in blood. He followed the trail of blood and shards of glass until he saw another container knocked over, more glass shards, more blood, the chewed-up corpses of other mice, and a giant mouse, covered in green scales and a lizard's tail, eating one of the mice.

"Freddie?" Peter said aloud, realizing that this was the mouse that he and Connors had tested the formula on. It didn't even look like a mouse anymore, just pure vermin.

Just then, the Vermin dropped the mouse it was eating and pounced on Peter, knocking him to the ground. It then tried to eat him, but he was able to resist thanks to his spider super-strength. Even so, he still found it quite difficult to do so, and the Vermin kept snapping its jaws at his face.

_Man, what I wouldn't give for Felicia's claws right about now!_

Suddenly, as if God was smiling upon him, he saw a scalpel on the floor. Quickly thinking, he fired a glob of webbing at the Vermin's face and he rushed over to grab it. As the Vermin was tearing the webbing off of its eyes, Peter lunged forward and stabbed it right through the skull, doing so multiple times until he was sure that it was dead.

"What have I done?" Peter asked himself. It was not about the fact that he had ended the creature's life, but the fact that he helped make it what it was. _He _was the one that gave Connors his father's solution to the decay-rate algorithm, and now he was running around New York City as a giant, mutant lizard.

He realized that he had to stop Connors and whatever he was planning, and he had to do it fast. Quickly, he exited Oscorp Tower and saw Connors heading down the street, and Peter went into an alleyway and started climbing up the wall. When he reached the top of the building, he saw Connors turn the corner and he kept on walking, eventually heading into an alleyway when no one was looking. Peter leapt forward and landed on the building overlooking the alley, and he saw Connors heading for the end, frequently checking behind his shoulder just in case anyone was following him. Peter started to climb along the side until he saw Connors entering the sewers through a manhole, and he realized that that is where he was formulating his plan. But what was it?

* * *

"Mr. Mayor, I can assure you that if there was a giant dinosaur running around the streets of Manhattan that you would be the first to know." Captain Stacy said over the phone. "So tell your son that he can rest easy, all right?"

When Stacy looked up, he saw Peter Parker walk into his office at the NYPD station. _What does he want now?_

"Yeah. You and me both, sir. Okay. Bye-bye." he said, finishing his conversation with the mayor as he hung up the phone. He looked at Peter's face and said "Mr. Parker, what are you doing here?"

"I need to talk to you, Captain." Peter said. He had to tell someone about his discovery that Dr. Connors was the Lizard, and who better than the police?

"Okay, but I do not have much time to spare for chit-chat, so make your point _quickly_." Stacy said, putting much emphasis on the last word.

"Fine," Peter said, and he started to explained what he was there for. "There may not be a dinosaur running around Manhattan, but there is something more dangerous, and I know who it is."

"You know _who _it is?" Stacy asked, raising an eyebrow.

"Dr. Curtis Connors." Peter said flatly.

Stacy was surprised to hear this name. "Of Oscorp?"

"Yes, that's right. He's a biochemist." Peter said.

"This being the Dr. Curtis Connors who's also my daughter's mentor at Oscorp. Is that who you're talking about?" Stacy asked.

"That's the one." Peter said.

"Okay," Stacy said, but Peter knew that he wasn't convinced. "You know, recently, Dr. Connors gave my daughter, Gwen, a glowing college recommendation. It was beautiful. When I read it, I cried. You probably know who Gwen is, am I right? You've seen her in school, most likely?"

Peter shook his head, and Stacy continued. "And now, you would have me believe that he, in his spare time, is running around dressed up like a giant dinosaur?"

"He's not dressing up and not a dinosaur. He has transformed himself into a giant lizard." Peter said, now realizing how ridiculous he sounded.

Stacy sighed and he said "Let me ask you a question: do I _look _like the mayor of Tokyo to you?"

Peter tried to rebuff his claim. "Sir, I'm telling you the absolute truth. This man has worked for his entire life on cross-species genetics. He lost his arm, and he tried to grow it back, but there was something imbalanced about the equation, and he has mutated into a giant lizard. He's using lizard DNA. He is dangerous, and he is planning something horrific. I know. I know!"

"Okay. Alright, I get it." Stacy said as he placed his hand on Peter's shoulder. "Here's what we'll do: you're going to go back to hanging out with the citizens of Tokyo, and I'm going to go back to protecting the citizens of this fine, fair city of ours."

He turned his head to two of his fellow officers. "Lieutenant DeWolff, Sergeant Butler, please escort Mr. Parker here out of the building."

Peter was absolutely shocked that he wasn't going to listen to him. "Captain Stacy, I'm not messing around here. Just bring him in. Just call him in. You _have _to call him in! He is a danger to everybody!" he called out as DeWolff and Butler were dragging him out. "Just, please, listen to me!"

As Peter was thrown out of the station, Stacy turned to Captain Barbara and said "John, get me everything we have on Dr. Curtis Connors, okay? Right away?"

"Sure thing, George." was Barbara's response.

"Okay." Stacy said.

* * *

_Chapter 41: Showdown in the Sewers_

Sunday, 2:30 PM

Disappointed at his failure to persuade the police, Peter walked over to _The Daily Bugle _to turn in his photos of the party to Jameson, and then he would pursue Dr. Connors in the sewers. While he was walking, he realized that the police wouldn't be of any assistance in stopping Connors, but Spider-Man was a different story.

When he walked into Jameson's office, Peter said "Hi, Mr. Jameson. I got those photos of the party that you-"

"Parker!" Jameson yelled. "I don't care about those anymore! Why didn't you get me shots of the Lizard? That's the _second _time that thing has rampaged, and we _still _don't have any pictures!"

"I'm sorry, Mr. Jameson," Peter tried to explain. "but the party wasn't anywhere near where it was. Do you expect me to get to places as fast as Spider-Man?" He then chuckled inside his head at his own comment.

"That's another thing!" Jameson yelled, getting out of his seat. "That wall-crawling menace was there too! You should've been there!"

"I'm really sorry, Mr. Jameson. If there's anything I can do to make up for it, please tell me." Peter begged.

"Hmph," Jameson grunted, sitting back down. "Well, if you get me some shots of the Lizard, I'll add $200 bucks to your paycheck!"

Peter knew that he was desperate for photos at this point, just as he was desperate for cash, so he asked "Color or black-and-white?"

* * *

Connors sat back down in his makeshift lab and he pulled out the metallic cartridge that he took from Oscorp, which contained the experimental Bio-Cable webbing. He knew that he had to move forward with his plans, but he had to satisfy his curiosity first. He opened a container on his desk and pulled out the strand of Spider-Man's webbing that had remained stuck to him, and he set it down next to the cartridge. Connors then opened up the cartridge, and the Bio-Cable shot out and stuck to the wall.

"Amazing." Connors said, observing the Bio-Cable. He knew that this was just a prototype, something Richard Parker had envisioned, but overall, it was impressive. It was almost too similar to Spider-Man's web, almost like they came from the same organism, even though he was human and the Bio-Cable came from the spiders. However, there was the obvious difference that Spider-Man's was significantly stronger than Oscorp's, and that left Connors wondering.

_Who is this perfect blend of man and spider? What are the extents of his abilities? How did he acquire them?_

Putting the webbing aside for later, Connors looked at the handheld video-camera that he had set up on a stand and switched it on. Facing it, he started saying "Subject: Dr. Curtis Connors. Current temperature: 89.7, steady for 48 hours. Blood panels reveal lymphocyte and monocyte readings consistent with subject's past."

* * *

Spider-Man had opened up the manhole he saw Connors enter earlier and started descending from his webline upside-down. He looked below and saw that he was directly above a large drainage pipe, with the water being spun around like a whirlpool. Looking around, he saw several different sewage tunnels that looked big enough for a man to go through, and he realized that he didn't have time to go through each one to find Connors. Suddenly, an idea popped into his head.

_Maybe it's about time I start thinking like a spider._

* * *

"Clotting-rate vastly improved. Marked enhancement in muscle response, strength, and elasticity."

* * *

With his feet clinging to the webline, Spider-Man started shooting multiple weblines through each of the tunnels and connecting them to each other, forming what looked like a gigantic spider-web.

* * *

Taking off his glasses, Connors said "Eyesight similarly improved. Subject no longer requires corrective lenses." After finishing presenting his condition, he moved on to his reasons.

"This is no longer about curing ills. This is about finding perfection."

* * *

_Okay, so spiders can sense vibrations, that's how my Spider-Sense works. If Connors or anyone else is down here, my webbing will be able to pick up their movement._

These were Spider-Man's thoughts as he completed his web.

* * *

"In attempt to redress regenerative relapse," Connors said, rolling up his sleeve and filling a syringe with the lizard DNA serum. "dosage has been increased to 200 milligrams."

After injecting the serum into his arm, a sudden rage filled him and he knocked the camera aside.

* * *

"Okay, that just about does it." Spider-Man said to himself, observing his masterpiece of a web. Lying back, he held the webline that was attached to his camera, which was webbed to the side of the wall, awaiting the moment where he could get a shot of the Lizard.

After about five minutes went by, he felt it. A vibration echoed through a webline like a guitar string, alerting his Spider-Sense. Sitting up, he saw the line vibrate again, and he started to crawl along it to observe the activity. While he was doing so, another line vibrated, and another, and another. Soon, all of them were vibrating in every direction, and Spider-Man was confused on where to go. Soon, he saw a large shadow appear in one of the tunnels, and he prepared himself for another confrontation with the Lizard as it neared. When it got close enough, Spider-Man saw something he wasn't expecting: a baby, normal lizard.

"What are you doing down here, little guy?" Spider-Man asked it, but he knew the answer. Reptiles have cold blood, which means that they are more adaptable to colder climates than warmer ones, and Manhattan was pretty hot this summer.

His Spider-Sense went off again, and he saw more lizards crawling along the weblines from multiple directions. Perhaps dozens, maybe hundreds, were making their way towards the middle. He got out of their way, and they all went down one tunnel.

_Dr. Connors must be down there._

Directly behind the Lizards, Spider-Man started crawling along his web, ready for anything. Once again, his Spider-Sense went off, and he felt the swishing motion of wind behind him. When he turned around to face whatever he was feeling, the Lizard jumped down from the ceiling and tackled him into the center of his web, also causing Spider-Man to pull on the web in his hand and his camera to flash.

The Lizard growled in Spider-Man's face, and he wrapped his left arm around his throat. He raised his right arm in an attempt to claw him, but Spidey grabbed on to his arm and was holding him back with what strength he could muster against his opponent.

_"You ssstoped me twiccce already." _the Lizard snarled in his face as he started to overcome his strength. _"You won't ssstop me again."_

Spider-Man could feel the webs behind him beginning to snap under the weight of the both of them, but he was preoccupied when the Lizard had extended his large claws forward, way longer than perhaps Felicia could ever hope to. As the pointer, middle, and ring fingers started to get dangerously close to his chest, the Lizard growled _"I'm getting ssstronger everyday!"_

He could feel the claws penetrate his suit and his flesh, and he started dragging them across his chest, slicing though his skin deeply and blood splattering on top of the torn spandex. The suit had large holes throughout the red, webs, and spider insignia on his chest. Spider-Man tried to let out a scream of pain, but he was having trouble breathing due to the Lizard's grip on his throat.

The Lizard then tried to remove Spider-Man's mask, but he moved his arm out of his face (causing the camera to flash again) and punched him right in the jaw. The webs, having withstood enough pressure already, finally snapped and the two enemies fell into the drainage pipe. Under the water, they both began punching and kicking each other repeatedly as they were being sucked away by the water. Spider-Man then kicked the Lizard in the head in order to escape from him, and he began swimming in the direction of the current. When he saw that the Lizard was chasing him though, he realized he had a problem: spiders don't swim, lizards do. In an attempt to move faster, he tried shooting a webline so he could web-zip out, but his webbing stopped as soon as it left his wrist and became a clogged mess of white.

_My webs don't work underwater. Great._

Spider-Man looked forward, and he saw an iron grate at the end of the tunnel. When he got close, he kicked one of the three bars out and used his nimbleness to slip through, while the Lizard was unable to because of his massive size. As the heavy current kept pulling him forward, Spider-Man started looking for possible escape-routes. He saw a tunnel leading back to where they and his camera were, but the current kept him from sticking to the sides so he could crawl up. He kept on getting pulled, losing oxygen quickly, until he fell down a sewage-waterfall. When he got out of the water, he crawled his way over to a solid, concrete platform, gasping for breath.

"Oh, that sucked." he said, laying on his back. He remembered that his camera was still up there, but there was no way he was going back to get it now.

_There goes my $200 bonus, and my camera..._

Spider-Man then looked down at his chest. He saw that the front was torn, and his wounds were deep and still bleeding. This would've killed a normal human-being, but one of the big advantages of having spider-powers was the ability to endure extreme physical punishment without dying. Still, he envied the fact that Felicia could recover from gunshots almost instantaneously.

Speaking of which, while he had survived, he needed some sort of medical attention for his wounds, especially since he just swam through raw sewage-water. But he couldn't go to the hospital, because how could he explain to the doctors why a teenager was soaking wet and had claw-marks across his chest?

He'd have to go somewhere else, and he knew just who to go to...

* * *

The Lizard had crawled out of the drainage pipe, and he saw a strand of Spider-Man's webbing stuck to his shoulder. He tried shaking it off, but that caused the camera to flash and take another picture. He looked over his shoulder and saw the camera, and then he used his massive claws to climb up the wall and grab it. Tearing it off the wall, he looked at the back of it and saw the label, which read:

_Property of Peter Parker_

_"Peter Parker?" _the Lizard hissed. He couldn't believe that his best student, Richard's son, was Spider-Man. In fury, he crushed the camera in his hand, leaving nothing but shattered pieces.

* * *

_Chapter 42: A Visit to Dr. Hardy_

Sunday, 5:30 PM

Spider-Man, with what strength he had left, started swinging towards Greenwich Village, hoping to seek out help from Felicia. When he saw her apartment building, he jumped onto the fire escape, sat down with his back against the window, and pulled off his mask, gasping for breath. When he looked through the window behind him, he saw Felicia sitting there, typing on her computer. Hoping to get her attention, Peter banged his head against the window, and Felicia turned around and said "Come in." when she saw her familiar, red-and-blue clad boyfriend.

Peter raised the window and he slumped through, and Felicia said "You should maybe consider coming in through the lobby."

Peter laughed at her quip, although it made his chest hurt more.

"Also," she continued. "Captain Stacy called me earlier and suggested that I take you to get psychiatric attention."

"Oh, really?" Peter asked sarcastically, climbing through. "I thought I just needed medical attention."

"What?" Felicia asked, and she turned to see the torn costume and wounds. "Oh my God, Peter. What happened?"

"You should see the other guy." Peter said, laying his back on her couch. "The other guy, in this instance, being Connors."

"What?" she asked, shocked.

"Dr. Connors. He's the Lizard. A giant, mutant lizard." Peter said flatly.

"Oh my God, Peter you look terrible!" Felicia said.

"Well, gee, thanks." Peter joked.

"You need some help. Here, I'll go and get the first-aid kit." she said, and she went looking through her closet for it. Meanwhile, Peter had pulled his gloves and the top part of his Spider-Man suit, revealing that the wounds had somewhat healed a bit. The bleeding had stopped, but it still hurt like hell.

Felicia came back with the first-aid kit, along with a washcloth soaked in hydrogen peroxide. As she got on her knees to attend to his wounds, she couldn't help but ask "So, uh, have you been working out recently?"

Peter laughed, because this is what he had asked her not too long ago. "Not really, no. Unless you count using crooks as punching bags."

"Very funny. Now, hold still." Felicia said, and she began wiping the wounds to kill any infection. Peter winced in pain at the stinging feeling of the alcohol, and Felicia said "Easy, Bug-Boy."

Laughing, Peter asked "Why do you keep calling me that? You of all people should know that spiders are arachnids."

"Same difference." Felicia replied. "Besides, it's just like when you called me your 'little kitten.' I'm a cat, but there really isn't enough difference for me to care."

They both started laughing, and then Peter leaned forward and started kissing her. They could feel their love for each other growing stronger with every second that they were together. A warm, fuzzy feeling that was almost dizzying consumed the both of them, and Peter's ears picked up a familiar, yet soothing, purring noise.

"Sorry," Felicia said, pulling away from the kiss. "I just can't help myself sometimes."

"No need to apologize, you did nothing wrong." Peter said. "Besides, I like it when you purr. It's so cute."

"Aw, aren't you the sweetest thing?" Felicia said, and she started kissing him again, followed closely by more purring.

"You know," Peter said. "I'll be just fine in the morning, but I'll admit that I am slightly jealous that you can get shot or stabbed multiple times and just walk it off."

"It still hurts when it happens if that's what your asking." Felicia said. "Anyway, you said that Dr. Connors is the Lizard and he tried to kill you?"

"Pretty much." Peter said.

"But why? What's he planning?" Felicia asked.

"I don't know," Peter said. "but I got to stop him, though. I have to, because I created him."

These words were an absolute shock to Felicia's ears, and she said "Wait, what do you mean?"

Peter let out a heavy sigh, and he said "I gave him an equation, something my father had been working on, that made all of this possible. My father had been doing this secretly, and now I realize why he kept it a secret."

"Oh, Peter," Felicia started to say "none of this is your fault."

"Don't say that, Felicia, because it is." Remembering Uncle Ben's advice, Peter said "I _have _to fix it. This is my responsibility."

Felicia looked away, and Peter said "Hey, look at me. Look at me, alright?"

She faced him once again, and he said "No matter what happens, no matter who or what we are, I'll always love you, forever and ever."

Felicia ran her fingers through his messy, brown hair and said "I know. I love you too."

Peter smiled, and he said "You know what? Let's get out of here. Let's just get out of here and do something."

"But, what about... this?" Felicia asked, concerned about his injuries.

"They'll heal on their own." Peter said, putting on the top of his Spider-Man suit. "Come on, let's go."

"Alright, just let me get my suit." Felicia said, and she started to walk towards her closet. She stopped when she felt something sticky holding her back, and Peter, his voice muffled by his mask, said "That won't be necessary, Ms. Hardy. You got a free ticket on Spidey-Airlines for this evening."

Turning to face him, Felicia said "Why, thank you, Spider-Man. I would be happy to accept."

* * *

Peter and Felicia were sitting atop of one of the eagle statues on the Chrysler Building, having just landed from an adrenaline-filled web-swing. The night sky came out, and all of New York had their lights on. The city at night was absolutely beautiful, the lights glimmering like the stars in the sky.

"That was awesome!" Felicia commented about the swing. "Do you ever get tired of that?"

"Nope." Peter said. "Probably my favorite thing since I became Spider-Man. Well, after you, of course."

"Aw, thanks!" Felicia said, wrapping her arms around him. "You're the best, you know that?"

"I know I am." Peter said, pretending to be smug.

Then, Felicia got an idea. She extended her pointer-finger's nail into its claw form, and she carved a heart on the metal surface. Within the heart, she carved "P + F" in the center, symbolizing that they would be together forever.

* * *

_Peter Parker. Spider-Man._

Dr. Connors was still having a hard time believing that his best student and his mortal enemy were one and the same. It just didn't make any sense. There was nothing special about the boy, except for the fact that he was mentally gifted like Richard...

That's when it hit him. He remembered that his webbing was similar to the Bio-Cable, but stronger. Perhaps it was amplified by the characteristics of a normal human being, and that human being was Peter Parker.

It finally made sense. He remembered the fuss that Osborn had stirred up about one of the genetically-enhanced spiders being dead, and that was the same day when the Midtown students had come on their field trip. One of them must've escaped and bitten Peter. Richard's research had worked on his own son.

But now, Connors was terrified. He now had the proportionate powers and abilities of a human-sized spider, and he would try and stop what he was planning.

"I'm so afraid, I'm so afraid_._"

But then, the Lizard spoke inside his head. _Why should you be? You're stronger than he is, and faster than he is. You can climb as high as he can. You have teeth, claws, and a doctorate from Empire State University. Why should you be afraid? You are the predator, and he is the prey. You are the superior creature!_

"But he's Richard's son. I can't do that."

_You can, and when you do, there will be no more loneliness, no more outcasts. Species-wide distribution could enhance humanity on an evolutionary scale. One simply has to adapt to survive, but Peter can't be one of them._

Connors then remembered a famous quote from one of his role-models, Michelangelo, at the Lizard's words. "'That, changing like the snake, I might be free to cast off flesh wherein I dwell confined.'"

_See? Would you give it all up, after all you know you can do? All the power you feel? Just for a boy?_

"You're right." Connors said. "I can save them!"

He went to his laboratory and picked up another syringe filled with the formula and injected it into his stump. As he started transforming into the Lizard, he started running down the sewers, shouting "YOU'RE NOT GOING TO GET IN THE WAY OF MY PLAN, PETER PARKER!"


End file.
